The Proposition
by EspoirDio
Summary: An idea suggested by a friend of mine. CC has a proposition for Niles. Will he accept? Watch it all unravel..
1. Chapter 1

**Hello, Hello!;) This, dear readers, is gonna be one hell of an M ride, if I do my job correctly!;) Yes, it's an M chapter story...though how long this'll go on I haven't planned yet. You see, this idea isn't even mine, but suggested by a friend of mine- I hope you'll enjoy this!;) And I simply loved the idea so much, that the story began writing itself in my head. Which is why it can already be posted. The line "who ran things her way" is my little tribute (lol) to Lauren Lane in "August", where she gets to yell (and boy do I wish I could see this!) "I'm running things now!" I'll try and update asap, but don't wanna make any promises yet, as i have other stuff to work on too. ;)**

**Disclaimer: Niles and C.C. still aren't mine, but they give me fever!:P**

The Proposition

Prologue:

C.C. Babcock had a way of getting under his skin. It wasn't the first time that Niles Brightmore was thinking that, only that now, with the blonde curled up by his side; this was truer than ever. Babcock had got under his skin, quite literally. She sighed deeply in her sleep, a sound that went straight to his crotch, and wiped the smirk clean off his face. He sat up in bed and took calming breaths, while his mind had other ideas and wandered off to the reason they were now together in bed.

In retrospect it had long been coming but what had finally triggered it was the passionate kiss they had shared a couple of months ago. Started by one of their regular arguments and fuelled by alcohol, they had suddenly found themselves locked in a kiss that neither of them was going to forget all too soon. Afterwards there had been nothing and Niles was determined not to talk about it or question her behavior. But then she had changed in only a way he could realize. To everyone else she was still the cold, slightly intimidating Bitch of Broadway who ran things her way, but the interaction between her and the butler had changed. She wasn't as attentive anymore, lost in thoughts and after a while Niles was starting to miss her witty come-backs. Then one day, over a week after their kiss, he had caught her in the butler's pantry, searching for food.

"I think a run on the treadmill would do you better." he had quipped, sneaking up on her.

"I'm hungry," was all she had responded and so he'd finally lost his temper.

"Ok Babcock, that's it." he had said, gripping her shoulders firmly "You want to talk about what happened? Fine! We kissed, we lived, nothing's changed! So what's the matter with you? Did it mean more to you?"

She laughed and roughly pushed past him to close the door.

"Don't flatter yourself, Toilet Brush." she had hissed, narrowing her eyes at him, but when he didn't budge she eventually calmed down. "Nonetheless," she continued "it didn't escape my notice that you are quite…talented…so I have a proposition to make. We're both adults with needs and desires and there is clearly some…tension between us. Why don't we explore it? No feelings or strings attached."

He considered this for a moment, but couldn't deny that his heart had begun to race.

"And what makes you think I'd agree to such a sham?"

"I know what your sex life is like?" she suggested with an evil cackle "Besides," suddenly there was a glint in her eyes "you are a butler and have to serve others."

The haughtiness of her tone had irked and aroused him simultaneously and with an animalistic growl, he had pinned her against the door, impatiently ripped her tights and pulled on her panties until he had found her core.

"I'm game."

And that was how it had all started. It wasn't quite as formal or extravagant as a hired escort, quite often they weren't patient enough to make it to the bedroom, but it definitely had its charms. Still this was the first time that she had spent the night, too tired from a long day at work to get dressed again and go home. He came to the conclusion that he didn't mind sharing a bed with her, as long as she gave him enough space to sleep. And with that in mind, he rolled on his side and closed his eyes.


	2. Chapter 2

**Apparently I was feeling inspired lol so here's chapter 1, I hope you vaguely enjoy it. ;) This is my last update from Stockholm and I'll spend the whole of tomorrow travelling home, so no updates tomorrow. But don't worry, I haven't forgotten about my other things!;) Read and review, please!:)**

**Disclaimer:They aren't mine, they just inspire me!:p**

Chapter 1:

She was gone the next morning when he woke up. He had vaguely registered her movement in his bed and the quiet rustle of her clothes as she had slipped them on, but he hadn't cared enough to open his eyes, let alone to strike up a conversation with her. Now the room faintly smelled of Chanel No. 5, his cologne and sex and he moved out of his bed to open a window and get rid of it all. The smell left as easily as his memories of the previous night until only the slight spring in his step revealed that he had relieved himself of built up tension. Niles walked into the bathroom to shower, following C.C.'s footsteps without knowing it and also extinguished the last lingering traces of her on his skin. He didn't consider his motives, or the question, when he'd become a cad who had sex with women he felt nothing for. But Babcock's reasoning had appealed to him and he'd been too tired to deny that he was starved for some sexual attention. And Babcock, well, everyone knew how desperate _she _was. He smiled to himself as he toweled his body dry in front of the mirror. This proposition might just turn out to be an incredible stroke of luck for the both of them. He knew that she was completely wrong for him, annoying, cold and stubborn, in short a woman who irked him to no end. But she was a woman, after all, and he a man and he couldn't deny her attractiveness. And this way he got to enjoy what he liked, without having to put up with the rest, because they never stayed together long enough for that. He happily whistled to himself and nakedly proceeded into his bedroom where he picked out another suit and tie combination. He left the top few buttons of his shirt undone and only loosely wrapped the tie around his neck and after checking that his hair was in order, he headed downstairs and into the kitchen. There he switched on the radio and began singing along to one of the tunes while preparing breakfast. Being satiated meant being revived and he was sure that the family would enjoy the change for the better from the usually grumbling person he was.

"Nice sway of the hips, Mister." A nasal voice commented, followed by a honking laugh.

Niles merely grinned at his friend and buttoned up his shirt and adjusted his tie to avoid further curious questions.

"Care to share?" she asked, leaning forward over the kitchen counter to steal a piece of toast.

"Miss Fine, there's nothing to tell." he replied, imitating his best, stiff British come-back.

"The hell there isn't. I might not know what you get up to in your room, and lord knows I don't want to, but when you're dancing and singing this early in the morning, something must be up."

At this comment Niles could not, despite his best intentions, manage to hide his boyish grin from her any longer.

"You got lucky, didn't you?" Fran exclaimed and then rested her head on the counter, pressing out a plaintive "Oy…"

"Miss Fine," he tried again but then broke into a chuckle "I never kiss and tell."

"It's not the kissing I'm worried about." Fran muttered miserably, but then perked up at the opportunity for some gossip "Dish!Dish! Who is she? What happened? Who seduced who?"

"I'm afraid that's impossible, Miss Fine, you see, this woman and I, we…. We have an arrangement."

"Ya know if she's embarrassed because you're a butler, then maybe she isn't the right woman for ya." Fran suggested.

"She isn't," Niles confirmed with a shrug "but she is good in bed."

At this Fran's jaw finally dropped.

"You're not having an affair with a married woman, are you?" she probed.

"Oh no, we're both single and just meet up when…" he gestured around "it's necessary."

To his surprise Fran didn't look all too pleased with this piece of information.

"I know you've been unhappy lately Niles and you certainly look better now. But I always took ya for the marrying kinda guy."

"I still am," he smiled "just not with her. With her it's just sex. And don't tell me you've never just done it with a man, because you needed it."

"No and I won't pretend, but it was a one-time thing, we didn't make a whole arrangement."

A frown clouded Niles' face and he busied himself piling breakfast onto a plate.

"That's your business," he then said curtly.

"Yes and this is yours. I know you're happy now with this casual thing. But wait a little while when she meets someone else and you're not important anymore. Or even if she does continue this…thing with you, you'll always know that she's with someone else. Will you still enjoy it then? I just don't wantcha to get hurt, Scarecrow." Fran said and squeezed his shoulder and then left for the dining room.

He served breakfast as always and then busied himself with his regular duties, such as washing and dusting. A little after noon Maxwell buzzed him and asked for a snack, which Niles promptly prepared and took into the office. C.C. was lounging in her usual place on the green love seat and was showing no signs that anything had happened between him and her the night before. She never had, not since their game had begun. Niles offered his boss a sandwich and a piece of cake to her and then poured them each a cup of tea. The peace in the office was shattered though when a couple of minutes later, Fran shimmied into the room and hopped on Maxwell's desk.

"Miss Fine, how can I help you? Miss Babcock and I have a very busy day ahead of us." Her boss muttered and was only momentarily distracted by another flashy, outrageous outfit.

"Well, ya better leave the urgent business to Miss Babcock then."

"Nanny Fine," C.C. interrupted condescendingly "what are you babbling about?"

"It's the father-daughter fun day at Gracie's school," Fran continued, ignoring the blonde "don't tell me you forgot?"

The producer shifted uncomfortably in his chair.

"Miss Fine, is it absolutely necessary that I attend?"

"Oh no…no… I mean, I'm sure I can sub for you, poor Gracie though… she always draws the shortest straw on Mother's Day and now this too…"

Normally Niles would've followed the exchange with a grin, knowing that Fran's talent of working the Jewish guilt would sooner or later bring her the success she wanted, but today he was too busy doing something else. From his position at Maxwell's desk he managed to easily blend into the background, and used this chance to observe the blonde on the couch. She wasn't sitting, as always, with her legs crossed, but half lying on the sofa, her skirt riding up high to give him a view of her thighs. He followed them all the way down to her frail ankles and toes and in his mind he wasn't just looking, but touching. Absent-mindedly she reached for a script that had fallen to the floor and wiped a few cake crumbs off her silk blouse, which allowed him to steal a peak at her ample cleavage and a slight hint of the white lacy bra she wore. He had to swallow then and steer his thoughts to other things, as his pants had suddenly begun to feel very tight.

"Alright, alright, Miss Fine. I'll come with you!" Maxwell sighed, throwing his hands up in defeat "Just no more stories about Little Cousin Irving."

Fran gave Niles a triumphant smile who, to his credit, had the presence of mind to nod in return and then the Nanny left with the Broadway producer in tow.

"Maxwell!" C.C. protested, but the door had already been slammed shut "She can't just whistle and you come!"

"Why not?" Niles asked in a smooth voice and strode to the door to lock it "It always works on you."

"Oh buzz off, Bellboy, I don't have time for you now." C.C. snapped and turned her attention to her script once more.

"Oh but Miss Babcock, I think you'll find that you can spare me some of your valuable time." Niles purred and lowered his lips to her ankles.

"You're pathetic," she replied, but he could already tell by the slight hitch of her voice that she wanted more.

Excruciatingly slowly he trailed kisses up her knees to her thighs and then forced her to spread her legs a little, so he could tease the inside of her thighs with his tongue.

"You smell good, Babcock, can it be that you want me already?" he asked in a low tone.

"Cut the talk, Butler Boy, and cut to the chase. You know how I like it."

He lifted her up in his arms and wiped the desk clean with his hands to position her there. Then he pulled her panties down and carelessly dropped them to the floor.

"You're hot, Babcock." he growled and hiked up her skirt.

He then took hold of her by the hollow of her knees and pulled her towards him and swiftly found her clit with his mouth. He sucked and nibbled on it roughly until he could feel her wetness. Teasingly he let his tongue slide down her slit before inserting the tip into her, drawing a guttural moan from her throat.

"Yes, you like that, I know." he murmured.

C.C. began moving against him, having lost all control over her body, but he would have none of it and firmly held her in place. He was lapping at her fiercely until she threw her head back and groaned louder and finally came. The minute she did so he left her trembling on the table and ripped open her blouse and savagely pulled down her bra to take her nipple into his mouth. He bit it and gnawed at it until her cries became more pain filled then pleasured.

"Can't play rough, Babcock?" he asked huskily and kissed his way up to her neck.

"If you'll leave a hickey, you're dead." C.C. growled, but her eyes were still closed.

"You don't make the rules, Babs." he reminded her and nipped on her skin a little harsher than intended.

She desperately wanted to tell him off and ensure that their power balance was still the same, but unfortunately for her his roughness and assertiveness was what turned her on and so she lost all ability to scold him.

"Fuck me, Niles." she demanded hoarsely and to her great joy he responded with a whimper.

Suddenly feeling empowered again she gripped him by the shoulders and pulled him closer, nibbling on his earlobe.

"Do it now, servant!" she demanded again.

He opened his belt and dropped his pants to his ankles and then tugged down his boxers to free himself.

"Condom." he grunted, stroking his member that desperately needed release.

C.C. let go of him and pointed at her handbag and he moved away long enough to plunder it and rip open a pack of condoms. He slipped it on and then returned and without warning he pushed himself into her. She cried out suddenly, but merely in surprise and then pulled him closer, to have him fully inserted. Niles began pumping in and out of her, picking up her legs and positioning them on his shoulder to go as deep as possible.

"Niles, more!" she yelled and slapped his ass.

He instantly increased the pace and intensity of his thrusts until he was slamming into her almost violently.

"Yes, my God this is good!" she screamed and egged him on by squeezing his butt.

He felt himself getting close and bit down on her shoulder, not even attempting to hold on. He groaned loudly when he came and it was only seconds later when C.C. came too. She scraped her fingernails over his back and screamed his name as waves and waves of pleasure overwhelmed her. He held on to her until her trembling had subsided and then moved away to wrap the used condom in tissue and throw it into the bin. He was almost certain that Maxwell didn't check his bins and it was his job in anyway to clean it at the end of the day. By the time he was finished and had pulled up his boxers and pants, C.C. was just adjusting her blouse and smoothing out her hair. She hopped off the desk and marched to the door which she held open for him.

"Thank you, Butler Boy, that'd be all for now."

And with a curt nod of his head another of their encounters was over.


	3. Chapter 3

**Hello, Hello!:) Well, I'm back. It was kind of stupid of me to leave you with my huge update, without telling you that I would be in Paris and away and busy lol But yeah...back at Uni now, so writing again. ;) Dw, will work on fabric soon too!;) Read and review please,guys!:)**

Chapter 2:

It had been almost a week now since their last encounter and Niles felt a combination of frustration and annoyance at this. Frustration, because since their little game had started, it had become impossible to get turned by anything or anyone else but her; and annoyance, because she was displaying no signs that she was experiencing the same. As a matter of fact, Babcock had been treating him with an aloofness that was infuriating to say the least. Of course he didn't expect her to be changed into a docile creature that sang to birds and commented on the beautiful weather; he had, however, expected her to crave him as badly as he was craving her. He was a good lover, after all, wasn't he? With an annoyed grunt he slapped the towel down on the counter and exited the kitchen to bring his employer his afternoon tea. Of course he was good in bed, damn that woman for even making him question his abilities in the first place. He threw open the office door with a bit more force than intended, though half hoping that the woman of his ire was sitting behind it. She deserved a good smack in the head for her behaviour, for turning him on, for invading his thoughts when it was least convenient.

"Careful, old man!" Maxwell Sheffield scolded and interrupted Niles' inner debate.

"Where is the Wicked Witch?" he questioned, setting the tea tray down roughly on the table, as if his employer had anything to do with her disappearance.

"C.C.'s at the theatre," Max replied with a smile, as always oblivious to the atmosphere in the house "she's overseeing the rehearsals again."

Niles nodded and remained silent and simply watched his employer as he took a sip of his tea.

"Oh, that reminds me. I forgot to hand her this list of changes we're making, could you possibly drive down and give it to her?"

Swiftly Niles snatched the paper from Maxwell's hand and with a mumbled "Oh, I'll give it to her, alright." he rushed out of the office. He strode through the foyer, ignoring the big-haired Nanny who was perched next to Brighton on the couch, eyes glued to the television screen.

"What do they think….treating me like a servant…" he muttered and impatiently put on a jacket.

"Niles? Where ya going?" Fran called, who unlike Maxwell wasn't oblivious to the atmosphere in the house, but who simply chose to ignore it from time to time.

"Out!" came the curt reply in the rich English accent.

"Oh okay…"

"Why, can I bring you anything back?" he asked with biting sarcasm and now he fully had her attention.

She easily hopped off the armrest and made her way to the front door.

"Told ya, didn't I?" she asked triumphantly, sparking his annoyance so that he was forced to exercise great control, lest he snap at her.

"I'm not following, Miss Fine."

"I told ya you're not the kinda guy for such an arrangement. She's letting you down, isn't she? And you've found that ya need her and-"

"That's preposterous." he said firmly and continued past her.

"Oh, I don't think so, Mister, ya have been pretty short tempered lately."

But in return she only received the slamming of the door.

"Yup, definitely not getting any…" she remarked to herself with a light grin and sauntered back to the sofa.

* * *

><p>Niles didn't quite know how he'd made it to the theatre intact; his driving had certainly been affected by his anger. He was wheezing by the time he made it into the auditorium and his heart felt as if it was beating much too quickly. He stopped for a moment so that his eyes could adjust to the dark and to let the light-headedness subside and then he slowly continued. He spotted C.C. soon, who was the only person not on stage, her eyes directed solely on the actors. The closer he got, the better he could make her out. She had pushed some of her hair behind her right ear, just the way he liked it, taking away a bit from her otherwise stern appearance. Her left leg was crossed over her right and she had slipped out of her heels a bit, so that one shoe was dangling precariously in the air. For a moment all his anger was forgotten as he stood rooted to the spot and watched her. Then he remembered where he was and forced himself into action.<p>

"Here is the list you forgot at the house, Babcock." he said without any greeting and tossed the paper into her lap.

Momentarily startled C.C. flinched, causing the paper to scatter to the floor.

"Niles!" she exclaimed angrily and bent down to retrieve it.

"Well, learn to catch, stupid woman." he replied and turned around again "And for future references, I am not your butler. It isn't my job to deliver things."

"I didn't ask you to bring me the papers!" C.C. reminded him coolly and slipped back into her heels.

Distracted by their loud sparring match, the entire production had come to a standstill and cast members were watching them now with obvious curiosity.

"But you forgot them! And because of your stupidity I now had to drive all the way out here!"

He was losing the battle and knew it, yet he clung to his argument with childish stubbornness.

"You do not get to talk to me like that, Niles!" she yelled, rising to her feet.

Her hands were at her hips and a light flush was creeping across her cheeks. Oh God, how she turned him on when she was angry!

"I get to talk to you any way I like, Babcock." he replied, his voice low."You can't stop me."

Once again aroused by his forcefulness, it was with great effort that she reminded herself of their public location which prohibited her desire that was dictating she'd throw herself at him right this very second. She turned around slowly to the actors that stood frozen on the stage and fixed them with an icy stare.

"What are you gawking at? Get back to work, all of you!"

In the bustle and hum of voices that followed, C.C. slipped out of the row and headed up to the back of the theatre, knowing that Niles would follow suit. And indeed she was right.

"Babcock, where are you going?" he demanded, a little out of breath from maneuvering the rows and aisles of the theatre.

But C.C. merely ignored him and continued onwards to her destination.

"Babcock, I'm talking to you!" he called again and this time C.C. had to suppress the urge to giggle as the image of a petulant Niles, stamping his foot, crossed her mind.

"I hear you, it's difficult not to when it sounds as if a horde of elephants is following me." she tossed out as she walked.

"And you'd know all about elephants, seeing as you're one of them."

"Get a new repertoire, Niles." she commented condescendingly and stopped in front of one of the dressing rooms.

"Only if you get more interesting." he replied.

"Easy now, delivery boy, I have another errand for you to run so you might want to save your breath!"

"Are you so deaf already that you didn't catch my words a moment ago? I am not your servant!"

C.C. scoffed and threw open the door to the dressing room. "I was under a completely different impression not a week ago where you couldn't wait to serve me. You were practically moments away from begging. So be a good butler now and bring these papers to Maxwell!"

She had strode across the room to retrieve something from the dresser, but the door was slammed shut and Niles was on her before she could make a move.

"I did not beg!" he growled, while crushing his lips against hers.

"You might as well have!" she retorted and forced his lips open so strongly, that they scraped teeth for a second before their tongues found each other.

"I hate you!" he said in the same rough voice.

"Ditto!" she replied and pushed him down on a chair.

She wasted no time and instantly climbed on his lap and moaned a little when she felt his arousal straining against his pants. She ripped his shirt open with the impatience that came with each of their encounters and gnawed on his skin that was laid bare to her. He groaned deeply in response and threw his head back, but she would have none of that. Swiftly her right hand moved to the back of his head, where her fingers grasped his dark-blonde hair. Using this to her advantage she forced his head back up again and his eyes flew open immediately.

"I want you to look at me, Niles, and realize once and for all who is in control here!"

He growled and muttered something under his breath, but her firm hold prohibited any movement. Slowly she lowered her mouth again and took his left nipple between her teeth. She bit it gently and felt him shiver in return and then drew her tongue over it to sooth away some of the pain she had just caused him. She was so focused on her actions that it took her a moment to notice that Niles' eyes had fluttered closed again and so she bit him a little harsher, as a reminder.

"You look at me, servant!" she growled again and felt heat envelope her when the intensity of his deep-blue gaze burned her.

"Babcock!"

There was a warning somewhere in his tone but she couldn't process it because his arms had snaked around her and pulled her close for another kiss. She got lost in it for a little while, all means of rational thought shut off. They didn't kiss…hadn't so much before, it was as if kissing had always been off-limits in silent but mutual agreement. And now that his tongue kept gently kneading hers and she tasted him, she understood how dangerous his kisses could be. She had to pull away now or lose her power over him forever. And with that goal in mind she did the only thing she could think of. He whimpered and broke away when he felt her hand tightening around the bulk in his pants, he clearly hadn't expected this.

"You're not determining the pace," she whispered and began massaging him with her left while still forcing him to look at her with her right.

All she got in response was another soft moan.

"You're not gonna cum, are you, Niles?" she mocked haughtily, lowering her mouth to his nipple again "Be a man for once and pull yourself together."

She knew that he was trying to hiss some insult or another at her, but his brain was too foggy from pleasure, so that only incoherent sounds escaped. She felt intoxicated by her power over him and was also quite wet by now, so eventually she loosened her hold on him and moved off his lap to unbuckle his pants and pull them down, along with his boxers. He lifted his body up a bit to help her, before his hands flew instinctively back to his member to stroke himself. C.C. watched him for a moment, observed how the image in front of her only served to increase her arousal and then finally moved to rid herself of her clothes as well. She struggled a bit in keeping the balance on her heels, while pulling down her skirt, but then Niles' hand found hers and provided a firm hold. With his help she managed to get rid of her skirt and panties and then climbed back on his lap. She was straddling him, so that the tip of his penis was grazing her entrance and he could clearly feel how turned on she was.

"You may talk tough, Babcock, but at the end of the day you want me." he whispered and kisses the hollow of her throat while moving about a bit, causing his member to glide up and down her slit.

She only groaned in return and slowly lowered herself onto him.

"Condom…" he managed, even though he was already half-way inserted.

"Screw the condom, Niles!" C.C. moaned and pushed herself down, so that he filled her up completely.

She didn't give him much time to ponder her decision or to even enjoy the feeling of her tightness around him, but pulled herself up and slammed down on him again. He knew what she wanted, of course, and so picked up the pace until she was bobbing up and down on him fiercely, her eyes closed while one moan after another cut through the air. She scratched his back and bit his neck as she came, leaving memorable traces everywhere. He too felt himself get close and tried to lift C.C. up and pull out of her but she would have none of it and firmly remained in his lap. He released himself inside her then and there and for a minute he thought to have heard a satisfied sigh from her. But as always, when the deed was done, C.C. was eager to withdraw from him and so she moved off his lap again, trying to locate her panties beneath her skirt on the floor. Niles, however, remained in his seat, a little spent and inexplicably unable yet to move on. So instead he watched her as she got dressed again, how she smoothed out her hair and checked her make-up. And then her light-blue eyes were on him, as if she wanted to say something, but no comment made it past her lips. Then a slight gasp escaped her and she moved to his side. He didn't know what she was doing until her soft fingers caressed a sore spot by his calves. Little red marks were showing where her heels had pierced his skin, but he hadn't even noticed it. Her obvious concern surprised him and she seemed to realize the same, for she pulled away seconds later.

"Good delivery boy," she smirked and patted his head patronizingly, before leaving him alone in the silence of the dressing room.


	4. Chapter 4

Chapter 3:

During the next few weeks their encounters became rarer and rarer and Niles would've accounted this to the strange ending to their last one, had C.C. not engaged in incredibly flirtatious behaviour. She seemed to enjoy this new found power over him so much, that she used every opportunity to rub it in his face. Her actions ranged from a wink to a sensual moistening of her lips to more obvious behaviour, like rubbing her foot against his calf behind the kitchen counter while the family was present in the room. He couldn't deny that this excited him, of course, on the other hand he was running out of self control and feared that one day he'd just have to take her on the kitchen counter, family or not. But what irked him more than that was that their power balance was off since their last encounter, he certainly wouldn't allow Babcock to dominate him, no matter how exciting the prospect was.

It was on a warm day in May, however, when Niles had to learn again who was in control and that he couldn't resist the advances of a sexy woman, not even if he tried. Fran had taken the children out again to the park for a picnic, leaving Maxwell and C.C. to work in peace in the office. Niles undid a few buttons of his shirt and tried to fan himself with one hand, without dropping the tray that he was carrying with the other. It was sweltering hot in the house and therefore he wasn't surprised to find that the door to the office stood wide open. He knocked to announce his arrival and then proceeded inside, where he set the tray down on the table before his employer.

"Looks like the Ice Queen is melting," he commented to Maxwell and risked a side glance to C.C., who had escaped the stuffiness of the office and was sitting outside on the terrace, pouring over some documents.

She was trying desperately to remove her short hair from her skin and was wiping perspiration off her neck.

"Or maybe it's just menopause," he added as an afterthought and grinned gleefully when she turned around to look at him.

Though her eyes were hidden by the sunglasses she was wearing, he had no doubt that she was glaring at him. Maxwell ignored Niles' words, as he usually did, for he wasn't only lacking the wit to respond, but it had always been C.C.'s and Niles' territory and no-one had ever dared to approach it. Instead he took a sandwich from the tray and let his butler pour him a glass of iced tea and then he returned to his work. Niles headed out and onto the terrace and set a plate and a glass in front of his nemesis. C.C. pushed up her sunglasses so that they came to rest on the crown of her head to ensure that he'd be able to see where her eyes lingered on him.

"Feeling hot, Butler Boy?" she asked smoothly but quietly and let her eyes wander down his body.

"Yes, but then I don't mind. I can always just open another button on my shirt." he replied in the same quiet tone, lest his employer hear them, and did just that."What can _you_ do?"

His challenge hung in the air and C.C. merely looked back at him, making him think that he'd won this exchange, when suddenly her lips curved up into a smirk. The fact that she didn't answer, however, unnerved him and so he busied himself pouring her some iced tea as well. From the corner of his eyes he saw that she leaned forward to pick up her sandwich, sending the serviette attached flying to the floor. He sighed and bent down to retrieve it and only vaguely registered that C.C.'s smirk had become bigger. Niles was about to ask her if the heat had indeed gone to her head, when he noticed while standing up again, that she had spread her legs to allow him a peek at her. And what a peek it was!

"Infuriating…woman…" was all he managed for his throat had suddenly gone very dry indeed.

"Thank you, Niles, that'd be all."

She then dismissed him as she took the serviette from him and slid her sunglasses back down to the bridge of her nose, as to disguise the joy that was dancing in her eyes. Maxwell Sheffield was surprised to see the speed at which his butler exited the terrace and the room but just chalked it down to something C.C. had said or done. For once he had reason to cherish his oblivious nature…

Niles had taken the quickest route to his room, where he had stripped himself of all his clothes and had proceeded into the bathroom to get rid of what C.C.'s sneak preview had done to him. He cursed the woman in several unflattering words but found that he couldn't shake the image and so ended up relieving himself of the built up tension. His hair was still a little moist half an hour later, when he resumed his duties by dusting some objects in the living room. Unfortunately for him he wasn't on his own for long, as the object of his frustration joined him with her trademark "Hello, Hello". Too annoyed still at her, or maybe just too annoyed that she turned him on so much, he chose to ignore her and simply continued dusting.

"Oh come on, Butler Boy, are you pouting?" she teased but still he said nothing.

C.C. rounded him and sat down on the armrest of the couch, showing off her smooth legs that were already a little tanned.

"Niles, I know you liked what you saw." she continued in the same mocking voice "I never saw someone get a hard-on so quickly."

This was at least enough for him to send a glare in her direction and she noticed this with a satisfied smile. But to her disappointment he still refused to talk to her.

"Niles, you really don't have to be like this. You know what the rules are… we have sex whenever we need it, so what I did-"

"What you did, Babcock, was flirting." he snapped back and her mouth fell open.

He had expected her to argue, not to sit there shocked and most certainly not to blush.

"I was teasing," she finally began weakly "and teasing is part of the whole game, so if you can't take it!"

"You're changing the rules to suit your own interests!" he accused.

"You just don't like it because you know it turns you on and you can't have it until I let you."

"Don't be so sure, Babs, I can always just take what I want." he purred softly.

"You can't, I wouldn't allow it." she argued, but he had caught that her breathing had become shallow.

"I have power over you too, Babcock." he continued and approached her.

"Please, you are pathetic." she tried, but her eyes were darting all over his body, trying to anticipate his next move "what power would you have?"

"I know how you like it." he shrugged and moved to stand between her parted legs, so that he could feel her warmth already.

"Well done, Niles, only you and a dozen other men found that out." she tossed back "Let's see, there was William who was really good with his tongue and Johnny who could go on for hours and-"

She cut off abruptly when Niles had moved forward rapidly and kissed her neck, while one of his hands had found its way to her core.

"Don't tease, Babs," he whispered and nipped on her earlobe "or I'll have to tease back. And I know how much it turns you on when I overpower you."

C.C. was too stunned to answer and merely spread her legs to give him more access.

"Have I silenced you now, little minx?" he asked and moved upwards to trail kisses along her jawline.

She didn't have to say anything, the desire in her eyes told him everything he needed to know and so he gently continued to slide his finger in and out of her. Her lips found his on their own accord and even though she now knew of the danger of his kisses. He was watching her with a silent awe while she fiercely kissed him over and over again and just when he was about to throw all caution to the wind, he heard his employer's voice shout:

"C.C.! We have work to do!"

Both of them grumbled something under their breath but then moved apart, before Maxwell could stumble upon the scene.

"I'll have you later, Babcock." Niles growled and resumed his duties while she, shivering quite obviously now, slipped out of the room.

* * *

><p>Although he meant what he had said, another chance encounter didn't occur. Instead it seemed that his employer was almost determined to keep them apart, as he kept C.C. occupied in his office for the remainder of the day, while he had given Niles so many little duties, that he was now swamped with work. Finishing his final task for the day, Niles was carrying a heavy basket filled with dirty clothes down to the room where the Sheffields kept their washing machines and dryer. One load was already in and rumbling loudly as he kicked open the door, the loud noise drowning any other sound in the house. Niles balanced the basket on the edge of the other machine, while leaning forward to reach for the washing powder. Finally, when the second load was in, adding to the cacophony of sounds, Niles breathed a sigh of relief and decided to call it a day. But then he felt arms snake around his waist, while nimble fingers found their way to his crotch.<p>

"Should've known you were only bluffing," C.C. whispered, her breath warm against his neck, and then bit his earlobe.

He was beginning to feel hard already, the touch of her fingers exciting him just as much as the feel of her breasts pressed against his back.

"I wasn't bluffing," he growled and turned around and in one swift move he had hiked up her skirt and found her core again."Next time you tease me like this, Babcock," he continued, circling her clit roughly with his thumb "I will take you, no matter where we are or who's looking."

"God yes, just fuck me, Niles." she groaned , as none of his touches seemed enough.

He wrapped his arms around her body and lifted her up on one of the rumbling washing machines.

"Are you begging, Babcock?" he whispered, spreading her legs so his fingers could inch up her thigh.

He could see her anticipation, could smell her need.

"No," she denied, too proud, even in such a situation.

"Well then, why would I fuck you?" he questioned and opened her blouse with a flourish of his right hand, while the thumb of his left grazed her clit.

She moaned and trembled slightly and he could see how difficult it was for her to think straight, let alone produce words.

"Because you want to…I can see your hard dick…" she groaned, because he had inserted a finger into her as a warning.

"Wrong answer," he breathed "try again."

And he pulled up her bra, sending a small object flying to her lap, but momentarily ignored it to bite her nipple.

"Why would I fuck you?" he asked again, biting her nipple once more and sliding a finger into her.

"Because I need it, please!" she finally cried out, her voice raspy and strained.

"That's my girl," he whispered with great satisfaction and undid his pants and pulled down his boxers.

She watched him again as he took his large member into his hand and stroked it lovingly, his eyes never leaving hers. Finally he noticed that the small object in her lap was a condom and ripped the packet open. C.C. was glad because at that point, with the light jostle of the washing machine pulsating through her, she was incapable of speech. Then Niles' strong hands grabbed her by the hips and pulled her closer so he could effortlessly sink into her. Both groaned in pleasure and instantly began moving together. C.C. felt not only as if he was splitting her body with each of his thrusts, but also that she could feel the pulsating rhythm of the washing machine through her thighs and straight in her core. So it wasn't surprising that only after a short period of time she dug her nails into his back and screamed as an orgasm overwhelmed her. What she hadn't expected, however, was Niles' ability to control himself longer and so while he kept thrusting and grinding his hips against her, she climaxed for a second time, this time taking him along. She knew that he was spent as there was no other reason for him to remain inside her until they had both calmed down again, he had certainly never done it before.

"Told you I'd get you sooner or later, Babs." And with a last fiery kiss, he concluded this particular encounter.

**FF is being stupid and won't let me post my note at the top, so now I gotta do it here. lol As the week draws to a close I have another update for you, I hope you'll enjoy it. ;) And nrfan, your worries are unfounded, I have no such plans!;) **


	5. Chapter 5

**Hello, Hello. So, finally managed to update this story and I hope I'm not disappointing you. ;) I'll have my dissertation presentation tomorrow,so wish me luck, and my final Drama performance on Friday. I will try and have an update for you by the end of this week, but may be slightly delayed due to rehearsals and such. ;) Leave me a few reviews,please, and make the stress go away!:p**

**Disclaimer: They still aren't mine, I just enjoy messing with them!**

Chapter 4:

Niles' and C.C.'s desire for each other, the flirting they now engaged in, was leading them to be less and less secretive about their affair. Yet the thought that someone might catch them only occurred to them in the time they spent apart, once they were together, these logical points were overridden by raw sexual need. With Sheffield- Babcock productions' latest play heading for Broadway, however, the butler and the socialite once again found themselves in a drought of sorts. C.C. was pulled from him to schmooze backers or finalize locations and little things for the premiere and Niles had his hands full catering for all the parties at the Sheffield mansion. So it was unbeknownst to each other, that both of them breathed a sigh of relief when opening night had finally arrived.

The house was in its usual state of chaos at 6 o'clock that evening and a large limousine could be seen in front of the entrance.

"Miss Fine! I don't want to be late for my own opening night!" Maxwell yelled for the umpteenth time, while his butler brushed some fluff off his shoulders.

The children were surrounding them, looking bored, as they had been to many of these affairs before and Niles had to remind them repeatedly to put on their coats. The whole scene was interrupted when the front door was flung open unceremoniously and C.C. Babcock walked inside, a vision in her red dress that showed off her cleavage, but angry nonetheless.

"Maxwell, I have been waiting outside for the past 10 minutes!"

"And none of your usual clients came by?" Niles chimed in, grinning at her "Do they know you changed your street corner?"

"Now listen to me, Benson," C.C. growled, grabbing him by his tie and pulling him so close that their faces were mere inches apart "nobody is messing with C.C. Babcock tonight!"

To her surprise his grin merely broadened and a sparkle could be seen in his eyes.

"Now that's rather disappointing." he purred and then blew her a kiss.

Too shocked still to answer, C.C. let go of him, watching him adjust his tie and retreat with a smug little grin.

"Miss Fine! We're leaving now and just imagine if luck would have it and Barbra Streisand attends tonight's performance and you'd miss her." Maxwell attempted again and then added to his son:" And Brighton, do put that gameboy away, you're not taking it to the theatre."

And even before his son had complied to his wishes, the hasty sound of footsteps could be heard as Fran Fine rushed down the stairs.

"Finally," C.C. groaned impatiently and took this as her cue to head out to the limo again.

* * *

><p>The opening night party was held at the Rainbow Room and the Nanny certainly proved a stark contrast in her glittery purple dress to the black and white or cream attire most of the guests were clad in. While Maxwell had mumbled something in annoyance, Niles had merely chuckled at his friend's carefree attitude and obliviousness as to the proper dress code for such an evening.<p>

"I mean, it's not like I'm his date." Fran was justifying herself, while unceremoniously chewing on a shrimp tail "He's here with Miss Babcock and she looks as boring as all the rest of those people here."

Niles nodded his head, but secretly disagreed with Fran. C.C. looked more than stunning in her red dress and not only had he been unable to keep his eyes of her all evening, but he was also all too aware that this was the case for pretty much every man she passed. The sway of her hips as well as her body with those perfect curves was so much more attractive to him than the other flat-chested partners with their tiny figures. Babcock was a woman, alright. A woman currently on the arm of another man… He hated it when Maxwell paraded her around the room like that, as if she wasn't his business partner but just a piece of eye candy that would attract potential backers.

His thoughts were suddenly interrupted, when the brunette by his side squealed and hopped of her chair. He reluctantly averted his eyes from his favourite blonde to see what all the commotion was about.

"Lily, I'm so glad you could make it!" Fran exclaimed and hugged a petite young woman fiercely.

Niles allowed them to exchange greetings for the time being and returned his attention to C.C. But the two women soon stopped talking to each other and Fran tapped on his shoulder.

"Niles, I want ya to meet my friend Lily. I met her in the park a few weeks ago, remember?"

"How could I not," Niles grinned "all I've been hearing since then has been "Ya never believe what Lily said today!""

The young woman in question instantly began to blush and slapped Fran's arm.

"You didn't tell him everything, did you?" she asked nervously.

"Don't worry," Niles said, leaning forward a bit to whisper "your secret is safe with me."

Lily laughed and then gave him a grateful smile in return, before taking a seat at the table.

"And speaking of secrets, does Mr. Sheffield know you invited your friend?"

"Fran, you said it was ok for me to come!" Lily exclaimed.

"It is, it is!" Fran waved her hand dismissively "He's got a date and if he's too stupid to ask me out, he'll just have to live with me bringing my own company."

"Alas, another secret for me to keep." Niles chuckled and gave her his lopsided grin "Don't worry, Mr. Sheffield won't even notice."

While Niles was certainly right about his boss not noticing, he hadn't reckoned at all with C.C. The blonde was oozing self-confidence wherever she went, but was, in fact, not quite as confident as she seemed, especially not where men were concerned. That was why she had risked several glances to the butler throughout the evening, to assure herself, that he was indeed still watching her every move. And so far it had been going well, until that auburn girl had entered the picture. She narrowed her eyes in suspicion and kept observing them. They seemed to joke far too often for her taste and she hated to see that the women also managed to evoke that lopsided grin of his, which she had long since claimed for herself. And before she knew what she was doing, her feet had carried her across the room and to their table.

"Niles, dance!" she said curtly and at once his confused blue eyes were on her.

"I'm sorry?" he asked.

"Dance," she repeated and he chuckled.

"Excuse me, ladies, it seems Miss Babcock has lost the ability to produce sentences." he then said and rose to his feet.

She walked swiftly to the dance floor and he followed suit, still wondering what had her so upset. She almost harshly pulled him to her and took his hand.

"That display was sickening," she then barked quietly, so that only he could hear it "we have a deal, and the deal includes that whatever I want, you'll give it to me."

"And what do you want right now, Babcock?" he asked, leaning closer so that his breath was washing over her neck.

"Dance," she simply said.

"There you go again," he chuckled amusedly and found it curious that she shivered in response "you could've just asked nicely," he continued and moved up his hand to almost tenderly rub her neck "you know I enjoy dancing with you."

Their bodies were so close now that he could feel her releasing a shaky breath.

"We still have a deal, Niles." she reminded him and he smiled.

"So? I'm doing what you want me to do, aren't I?" he replied and let his hand glide down her back.

"Not entirely," she contradicted.

"Why? What else do you want me to do?"

C.C. didn't answer straight away but used the moment when they twirled to briefly and gently bite the skin above his collar.

"Where?" he asked and pressed himself so close to her that she could feel the slight bulge in his pants she had already created.

"Ladies room," she whispered and then let go of him.

He watched her as she strode across the room, and made sure to keep his back on the nosy nanny, while keeping his hands in front of his pants as well. Then, after a few moments had passed, he followed her, grabbing a glass of champagne from a waiter in passing and downing it on the spot. Once he had located the ladies room, he carefully peeked inside to make sure this wasn't some prank on C.C.'s part, but when he saw her,leaning against the sink, he entered.

"I thought I wasn't supposed to mess with you tonight, Miss Babcock." he whispered, as he calmly walked towards her.

"You know how easily I can change my mind."she purred in return and pulled him closer for a kiss "Besides, right now _I'm_ messing with _you_, aren't I?"

"We'll see about that." he replied and crouched down before her.

She held her breath and just watched as he slowly pushed up her dress, taking enough time to caress her legs and thighs in the process.

"No panties again, Miss Babcock," he whispered, but there was a gleam in his eyes "it's getting a little predictable, don't you think?"

But before she had the chance to reply, he had already lowered his lips to her skin and was now kissing his way up along the inside of her thigh.

"This is not why we're here, Niles." she managed, but her eyes were half-closed.

"It isn't?" he asked and gently made her spread her legs "What are we here for then?"

"To fuck," she replied and found his eyes this time.

She saw his expression change before he broke into a smirk.

"And I thought it was about pleasing you, Babcock."

And he pushed her legs apart with a little bit more force and found her clit with the tip of his tongue. She muttered a curse and sank her teeth into her bottom lip to stop herself from screaming out in pleasure. He teased her a while, sliding his tongue languidly up and down her slit until she started to writhe so strongly, that he had to grab her by the hips to hold her in place.

"Not enough pleasure for you, Babs?" he then asked with a cheeky grin and, still holding her firmly in place, he inserted his tongue into her.

"Fuck…" she screamed and grabbed hold of the sink until her knuckles turned white.

"Don't worry, I'll get you there." he purred, still lapping at her.

And he probably would've kept his promise, had not the door of the bathroom been flung open at precisely that moment. They both remained where they were, staring a little stunned at the woman who had just interrupted the scene. She, while clearly appalled, merely crossed her arms in front of her chest and looked back at them until Niles got to his feet and slid C.C.'s dress down again.

"I'll wait for you," he whispered and softly feathered his lips against her cheek, before vacating the ladies room. He knew that C.C. could handle her own problems.

* * *

><p>None of them knew how long it had taken before C.C.'s duties were done and they had left. But none of that mattered, for the moment they had slipped into the taxi, they'd been locked in a passionate kiss.<p>

"Where to?" the driver asked a little annoyed for the third time.

"My place is closer," Niles growled against her skin, while his hands were already busy exploring her body.

"Yes," she agreed and then pushed him back in his seat, barely giving him time to name the address.

The Sheffield residence lay dark and deserted in front of them, but they'd both had plenty to drink and paid no attention to the racket they were making as they barged in via the backdoor. Still locked in a passionate embrace, lips ravishing lips and hands fumbling with clothing, they managed to maneuver the dark kitchen.

"I can't wait anymore," Niles growled when C.C.'s heel had hit the first step of the stairs, causing them to stumble.

"Then don't," she whispered in return and climbed up a few more steps, hiking up her dress simultaneously, until she stood with her back against the wall.

"We could get caught," Niles argued following her, while unzipping his pants.

"So? Didn't you say if I kept teasing you, you'd just have to fuck me on the spot?" she grinned and wet her index finger with her tongue, before sliding it into her "Mmh…or were you just bluffing?"

He watched her, as she slid in and out of herself and didn't even notice, that he had freed himself from his boxers and was stroking his length at the rhythm.

"Coward," she whispered and that did it.

Before she could mock him again, he had buried himself deep into her. She cried out in pleasure and pulled him closer, gripping his shirt firmly. He determined the pace and intensity and with a whole evening of wanting her behind him, he slammed into her with everything he had.

"Come on, more." she encouraged and lifted up her right leg to wrap it around him.

He kept fucking her hard until she captured his lips hungrily to muffle her cries of ecstasy. She bucked against him and then clenched around him and finally he felt himself twitch and shoot his load into her. Only then did he slow down his thrusts and broke away for air. She lowered her leg again to the floor but remained close to him, her chest rising and falling. He smiled softly at her and with a gentle caress pushed the strap of her dress back up to her shoulder. He felt her tense up then and realized she'd been watching his actions carefully, but when he managed to open his mouth to ask her to stay, she'd already whispered: "I have to go now." And who was he to hold her back?


	6. Chapter 6

**Hello, Hello! Yay, I managed another update. :) Things are starting to change now for Butler Boy and the socialite, you'll see. Perfect seeing as about half of this little story is over. My next update will be for "Fabric", but I can't tell you yet when that'll be, I'll try my best though!;) Read and Review, please!**

**Disclaimer:They aren't mine...**

Chapter 5:

After she was gone the house felt strangely silent and heavy around him. The scent of her perfume was still teasing his nose and he trudged up the stairs and to his room to escape it, but found that it still lingered with him. In his room tiredness finally overwhelmed him, mixed with the bitter taste of defeat. The euphoria was gone, the excitement of their sneaky affair and he'd much rather still have her by his side and in his arms, than to let her leave and climb into a cold and empty bed. He looked at himself in the mirror as he slid his tie off his shirt and put the fabric aside. Was he really the right kind of guy for this sort of proposition? Maybe Fran had been right, after all. He wanted to marry and settle down and start a family, but these wishes had been clouded by his overpowering sexual desire for a woman he felt nothing for. Or was he now lying to himself once again? He sighed deeply, this was the crux of it all, wasn't it? Did he want Babcock or did he _want_ Babcock? He brushed his shirt off his shoulders and remembered for a second how it had felt when her fingers had done the same. Long, slender fingers, so gentle and teasing and utterly irresistible. It was funny how this was the first thing that had come to his mind, rather than for instance, how great her lips had felt around his cock. It were the small things that made him ache for her in an everyday context, made him long to hold her in his arms and find that complete vulnerability again.

"Oh Niles, what have you done?" he muttered and dropped his pants and boxers to head into the shower.

He sat down there, with his back against the wall and let the warm water massage his head and shoulders until he felt drowsy and ready to sleep and stop pondering.

* * *

><p>The panic she had felt, hadn't quite subsided by the time she made it home. The door had slammed closed behind her and Chester had greeted her eagerly, yet the usual feeling of safety just wouldn't come. It wasn't like those doors or the little Pomeranian could protect her from the feelings she had been fighting ever since she'd left the Sheffield residence behind in such a hurry. She couldn't forget the look in Niles' eyes, not of lust and passion, but rather gently adoration, as he had moved the strap of her dress back to its original place. It had made her feel warm and uncomfortable at the same time and now she felt grateful yet disappointed that he had let her go. Something was starting to change between them, but she couldn't put her finger on it. Their sex was still as good as it had ever been and Niles largely complied to play by her rules; yet there was the flirting, the kissing and these little gestures. She swallowed as another image came to her mind. He had almost driven her insane with his lips on her thighs and his tongue inside her, flicking over her clit and pleasing her. But that had changed too, it wasn't the rough way he had fucked her when all of this had begun; no, this was devotion, pure devotion to ensure she was receiving as much pleasure as she wanted. And by God, was the man good! She patted Chester's furry head a last time and then proceeded into the bathroom to wash Niles off her skin and cool herself down before more memories could stir the passion again.<p>

* * *

><p>A week later the rain came to New York. It was pouring down almost every day and while C.C. usually would've used the melancholy autumn weather as an excuse to stay longer at the mansion, or even try to stay overnight, just to be close to Maxwell, she now was glad when she could leave the house behind. A sadness hung between her and Niles that she couldn't quite explain, was only glad that, apparently on mutual ground, no more sexual encounters were necessary. So instead she went home in the late afternoon, before the family was having dinner and curled up on her on couch with Chester on her feet, while watching an old movie or enjoying a good book. These activities were usually accompanied by a nice cup of tea or a strong Scotch, depending on how heavily the loneliness was weighing down on her. But despite her physical distance, the butler was never far away from her thoughts. And more times than she liked, she found herself weaving her fingers through Chester's furry coat while wondering what had changed between her and Niles. She never reached a conclusion, however, and if she did it wasn't a satisfactory one and so she always ended up quickly pushing the thoughts aside again.<p>

It was on a night, much like the other ones, where the pounding of the rain had made sleep impossible, that she got back in touch with Niles. She had been lying on her bed for hours, moving around, staring at the dark ceiling, or throwing her blanket off and on again, while the rain had continued to mercilessly strum against her window. C.C., in fact, never noticed when she drifted off to sleep, worn out by exhaustion, but she did notice when she woke up again. Her heart was pounding and her mind racing, all the images of her vivid dream still very much present.

_There was a continuous knock on the door that required her attention and with great reluctance she slipped out of bed. Her legs were bare and she shivered in her short nightie as she padded to the door. _

_"What do you want?" she questioned, after she'd thrown open her front door and spotted Niles there. _

_"Talk, Babcock, I've had enough of this." _

_And without another word of explanation he had pushed past her and into her apartment._

_ "Niles, do you have any idea what time it is?" _

_"The right time, Babcock, that's what. We've waited too long and you know it and I, for one, am sick and tired of our games!" _

_"What games?" she questioned, closing the door behind him and wrapping her arms around herself, feeling very exposed all of a sudden. _

_"These games, you and me. Why don't we just admit that we want each other?" he growled._

_ "Because we don't! This is just a deal, a…a-" she tried to explain. _

_"Screw the deal! I know you want me!"he barked and in one swift movement he had picked her up and ravished her lips._

_ At first she tried to struggle against him but found the beckoning of his lips much too appealing to resist. She parted her lips and welcomed his tongue and watched him, as he drew the first moan from her throat. _

_"I knew that sooner or later you'd be mine, Babs." he whispered now as he put her down on the bed. _

_"Please, I need…" she whispered but he silenced her with another kiss. _

_"I know…"_

_ He pulled her nightie over her head and pushed her down on the bed, devouring her body at once. His lips were everywhere, teasing her nipples, caressing her stomach, sucking on her clit, only staying long enough at one place to drive her wild with desire. _

_"Say you love me, Babcock." he whispered in between kisses, but she found herself unable to speak. "Say it," he begged now "and I'll show you everything we can be."_

_ She reached out carefully and cupped his cheek, tried desperately to sort through all her conflicting emotions. But still, speech escaped her. _

_"I see…" he whispered and the disappointment in his tone was painful. _

_Nonetheless he lowered his mouth to her centre and lapped at her with such intensity she wasn't sure if it was pleasure or pain she was experiencing. _

C.C. sighed and ran a hand down her body between her breasts to wipe the sweat away. Her nipples were still stiff and erect and the dream had certainly been powerful enough to leave traces elsewhere too. She groaned and closed her eyes and tried to regulate her breathing. This could not be happening. But even after more and more minutes silently ticked by, the throbbing at her core never ceased. And so she found herself doing the only thing she could think of, she called Niles. The phone seemed to ring endlessly before his gruff voice could be heard.

"Yes?"

"Niles…" she breathed, suddenly aching for him with an intensity she hadn't reckoned with.

"Miss Babcock, are you alright?" he sounded worried.

"Yes…"

"Why are you calling then?"

"I need you…" she whimpered and it was true.

Even though the butler had been waiting to hear her say these words, it was the lateness of the hour and the sleep that still clouded his brain, that caused him to miss her small confession.

"Babcock, what is this?" he asked again, annoyed.

"Niles, please, come over! I need you to touch me." And as she said so, she let a hand glide under the silk of her pajama bottoms to tease her engorged clit.

"Do you have any idea what time it is?"

"Niles…I had a dream…you came over and ravished me…and now I'm horny…and I'm wet for you, please." She teased her clit again and moaned into the telephone.

Niles' throat went dry and he shifted uneasily on his bed to ignore the slight arousal that had started to course through him.

"C.C., what are you doing?" he inquired hoarsely.

"I'm touching myself, because you're not here." she whimpered and rubbed herself a little stronger "I have goose bumps all over and I want to feel your tongue on my nipples, Niles, I want you to bite them. I want to see your big dick throbbing for me and I want to circle it with my tongue and suck your shaft until you're close to exploding and then I want you to fuck me hard. Please, Niles…"

Her voice had become huskier as she had progressed and Niles certainly didn't fail to react to it. As a matter of fact, his penis had started to twitch as if it would've liked nothing more than to comply with her fantasies.

"Miss Babcock, it's 3 o'clock in the morning and I have to be up at 6 to get breakfast ready for the family." he managed and heard her groan.

"Niles, do I have to remind you of our agreement every time? I'm hot and I need a good fuck, so if you don't come here straight away and give it to me, this proposition is off!"

But all she got in return was the click as the call was disconnected and the line went dead. With an angry cry she flung the phone to the end of the bed and resumed her activities. Her panties were already completely wet and she now yanked them down together with her pajama bottoms and inserted a finger in herself. Angrily she fucked herself, all the while imagining how she would punish the butler for his behaviour and yet every time she was approaching her climax, she failed to fall over the edge. She needed him desperately to finish her off…she needed him. Period. And so, completely unsatisfied and more afraid than ever, C.C. curled up in a ball and rocked herself to sleep.


	7. Chapter 7

**Hello, Hello!:) Phew, managed to get another update in before the weekend. ;) You will notice that here things are changing a bit...which actually wasn't planned, but which just felt right, I hope you agree. lol Anyway, it was good to keep myself distracted before my exam today...I also have to say that I don't know when I'll be able to update again, because I'm heading down to Portsmouth tonight for my hostdad's 70th birthday and on Sunday my best friend will come to England. :) But we'll see!;) Just don't want to make any promises. Please leave me a review and let me know what you think. ;)**

**Disclaimer: They don't belong to me, but boy do I wish they would!;)**

Chapter 6:

C.C. felt exhausted when she awoke the next morning. Her head felt heavy and was throbbing, her neck was tense and she was shivering, though if that particular physical response was due to lack of sleep or emotional chaos, she couldn't quite pinpoint. Another glance at the clock, however, told her that it was time to get out of bed, if she didn't want to be any later for work than she already was. Nonetheless she went to have a shower first and just sat under the steady stream of water until her body had warmed up a bit. Then she covered herself in her fluffy white bathrobe and started blow-drying her hair, but within minutes she was trembling again. She could hear the telephone ring in the distance and knew that it had to be Maxwell or Niles, inquiring why she hadn't turned up for work yet, but she decided that they could wait. When she was reasonably satisfied with her appearance she returned to the bedroom to pick out her outfit. Instead of her usual pencil skirt and blouse combination, she opted for a tight, turtle-neck top and ankle long skirt and let her hair fall in her face. The butler crossed her mind occasionally, but whenever she could help it, she'd stop herself from thinking about him and instead focused on the work she'd have to tackle throughout the day. With a final pat of Chester's furry body, she picked up her keys and exited the apartment. She had no difficulties getting a cab, because they were swarming around her building, like flies around honey, knowing that they'd get a generous tip from the rich penthouse owners. She named the address and slid into the backseat, pressing the palms of her hands against the cool leather.

"I'm sorry, Ma'am," the driver suddenly addressed her and C.C. had to resist the urge to roll her eyes, leave it to her to find the one cabbie in New York who was chatty.

"Yes?"

"It seems there's some heavy traffic ahead, it might take a while. Maybe you should consider walking, you'd get there quicker."

"If I would consider walking, I wouldn't be sitting in this taxi now, would I?" she snapped back and smiled in satisfaction, when she noticed the fear in the man's eyes.

Their progress was very slow indeed and C.C.'s cell phone rang repeatedly, yet she never answered. Maxwell would simply have to wait for her and the butler could go to hell in anyway. Half an hour later the taxi finally pulled up in front of the Sheffield residence, having taken 40 minutes for a journey that usually required 10. She paid the driver, but gave no tip and was just about to slam the door shut, when someone called her.

"Hold the cab, Miss Babcock!"

It was a voice she was definitely not used to hearing in this context, but rather at the theatre. Roger Smith, director of their last production was hurrying towards her, clutching a pile of scripts against his chest.

"What are you doing here?" she asked, holding the door open for him.

"I had a meeting with you and Maxwell to discuss the new project. That is, if you'd consider hiring me again."

C.C. smiled, the first honest smile on that day, for she did indeed appreciate the man's work ethic and talent.

"Certainly," she nodded and moved to the side a bit to make room for him "you haven't disappointed us…yet."

To her surprise he merely chuckled and inclined his head in a mock bow.

"That's a high compliment coming from you."

C.C., too, had to grin now involuntarily and waved her hand dismissively while turning around.

"And Miss Babcock," he caught her by the wrist before she could disappear "I'm glad to have seen you. I must confess I was a little disappointed when you didn't show up for the meeting, but now I've seen you, you saved my day."

She opened her mouth and tried to say something, but so often when a handsome man complimented her, or flirted with her as directly as this, she found herself entirely speechless.

"Until soon, I hope." Roger said and kissed her hand and then disappeared into the taxi, while C.C. reminded herself to start walking.

She was so lost in thoughts and still dazed a bit by her encounter with the director, that she nearly ran into Niles whom she hadn't noticed standing by the front door. He had witnessed the whole exchange and while he had been too far away to hear their words, their body language had spoken volumes. And he didn't like it, not one little bit.

"God, Babcock, watch where you're going." he scolded, maybe a little harshly and caught her by the waist before she could fully collide with him.

The light touch of his hands was enough to remind her who she was faced with and she tensed up immediately.

"You're the one blocking the way," she shot back and pushed past him and into the house, shrugging out of her coat as she went "and hang this up."

She didn't give him another glance and headed into the office to get some work done.

* * *

><p>Niles, in the meantime, muttered a curse under his breath and then returned to the kitchen to prepare tea for his employer.<p>

"I just got off the phone with Lily and you'll never believe what's happened now," Fran exclaimed, joining him.

Niles quietly rolled his eyes, secretly a little sick of the stories about a woman he hardly knew. But Fran didn't notice his obvious reluctance and instead continued.

"She got proposed to…again! It's the second time in 3 weeks now by another guy she's only known for a couple of days. I wish she'd tell me her secret, could sure use that with Mr. Sheffield."

Niles nodded and forced a compassionate smile as he put the teapot on the tray.

"What's wrong with you, Mister?" Fran asked "You've been in a funny mood lately."

"Oh, it's nothing," he waved his hand dismissively.

"No, it's definitely something. Does it have to do with that…woman of yours? Things not running smoothly?"

She sounded smug and that bothered it, nonetheless there was no use denying it.

"Yes…and you were right, I'm not right for this kind of relationship. I saw her flirting with another man and it made me jealous…"

"Why don't ya just break it off?" the brunette asked.

"Because there is no-one else in my life. And I'd rather be a fool than be alone." he sighed and headed out of the kitchen.

He knew that the little bit of hope that was left would soon be crushed as well, yet he couldn't help it. He needed to find out how serious things were between Babcock and Smith, but he also knew that she was still annoyed with him for not playing by the rules, so he'd have to grovel, something he hated doing. He knocked briefly on the door and then strode into the office, where he set down the tray on the table. The atmosphere in the room was oddly icy and Niles assumed that C.C. had just been scolded for turning up so late at work.

"I have your tea ready, Sir." he voiced and then proceeded to pour it "But Miss Fine is in the kitchen requiring your help. Something about that only a strong man can handle…"

It was a flimsy excuse but he knew that it would appeal to his employer's vanity and it proved to be right, as Maxwell hurried out of the office a moment later.

"Babcock, we have to talk," Niles instantly said, wasting no time and closed the door.

"I wouldn't know about what." she replied, sounding bored, while scanning some scripts.

"Oh you know very well," he rounded the green love seat and kneeled before her "you were angry because I didn't come over yesterday."

And he kissed the hand that was holding the script.

"I wanted to, but I couldn't…" he continued, kissing up to the crook of her arm "that doesn't mean that you didn't turn me on… your voice alone made me hard…" and he kissed up to her neck "I was seconds away from touching myself…" His voice was low and deep as he nibbled on her earlobe.

"That doesn't change anything," she whispered back, with barely disguised arousal "you disobeyed my orders."

"I could make it up to you," he murmured, sneaking a hand underneath her top to cup her breast.

She sighed softly and then cupped his face, feathering her lips against his.

"You disobeyed me," she whispered with a sweet smile "the proposition is off."

Her words had the same effect as a bucket of ice water and he stumbled back a bit, while rising to his feet.

"No," he said firmly and shook his head, but had to leave it at that when his employer entered the scene once more.

* * *

><p>After that he kept chasing her again and again, but C.C. knew of his stubbornness and made sure never to be alone with him again. That was until she walked to the toilet, later on that day. She hadn't noticed him, but he must've been waiting somewhere around the corner, because before she had managed to close the door, he had slipped inside with her.<p>

"It was one time, Babcock, and I know that you need me," he muttered, pressing her against the door.

"I was just horny last night," she scoffed "I most certainly don't need you."

"Mmh… I don't buy it," he grinned and found her lips.

He softly nipped on them, occasionally teasing them with his tongue, until he was drawing several soft whimpers from her throat.

"Or have you found someone else who pleases you more?"

"Are you jealous?" she asked, as he trailed soft kisses along her jaw line.

"Of that man? No." Niles laughed and easily sneaked a hand under her top to cup her breast again "I know how to please you, I doubt he does."

C.C. suppressed another moan and instead tipped her head back against the door and closed her eyes. Niles cared… and now she was the one with power again. Somehow she had to use this to her advantage.

"Well, he doesn't know yet…but certainly by tonight…" she purred and then groaned when his teeth grazed her neck.

"You're seeing him?" Niles then asked gruffly.

"I'm considering it… I mean we aren't exclusive, you and I, but you knew that from the beginning."

He stopped and cupped her face, allowing his thumbs to gently caress her neck. As much as she enjoyed seeing the jealous intensity in his deep blue eyes she wished he'd try and change her mind for a completely different motive, altogether. But he only kissed her, softly at first and then with growing urgency, until she was moaning against his lips again.

"C.C., are you alright?" Maxwell's voice interrupted them and she broke away, slightly breathless.

"Yes, Maxwell, I'm fine. Just a small case of an upset stomach, I'll be out in a moment."

She waited until the sound of his footsteps subsided and then she pulled Niles close for another kiss. "Meet me later in the kitchen and see if you can change my mind."

* * *

><p>He wasn't sure what exactly she had meant by that, if she was merely teasing him and had never agreed on a date with the director, or if maybe, just maybe, she was feeling more than she had let on before. Either way, Niles spent a large amount of that day in the kitchen waiting for her but nothing happened until it had got dark outside and Fran had left with the children to go to the cinema and Maxwell had left to attend a function. He had just finished washing the dishes when the kitchen door quietly swung open and the click of heels indicated the arrival of his favourite blonde. Nonetheless, he merely lifted his head and smiled at her, while putting the rest of the plates away. She seemed different somehow, nervous.<p>

"I feel like I haven't been alone with you for ages," he confessed softly and took off his apron.

She nodded and wrung her hands a bit.

"I just came to say goodnight," she then said, already pivoting on the spot "Roger is waiting for me."

He sighed but was reluctant to admit defeat just yet. Instead he followed her and snaked and arm around her waist to pull her against him.

"I thought if I could change your mind, you'd stay," he whispered and moved the fabric of her top to let his lips brush over her neck.

"Stay with you?" she laughed, but it was hollow "I can't, I have to-"

"Stop arguing," he interrupted and moved his hand under her top to press his palm against her stomach.

"I thought you needed me yesterday?" he continued and softly captured her earlobe between his lips.

She sighed and leaned back against him.

"I already regret calling you," she confessed in a whisper.

"Don't," and he softly nipped on her neck to emphasise his point "I should've known…"

But there he stopped, afraid that she'd flee if he said any more. She nodded and rested her hand on top of his.

"Let me change your mind, C.C." he pleaded and placed a last, lingering kiss on her neck.

Her nod was so subtle he almost missed it, but then he took her hand in his and led her up to his room.


	8. Chapter 8

**Hi guys!I'm so sorry it took me so long to update, but as I predicted exams etc. kept me busy and then I was in London over the weekend to celebrate and since then I've been stuck with a ridiculous bronchitis. But on the bright side, I am now on vacation and can update regularly again!;) I hope you enjoy this little update and the next update will be for "Fabric" ;)**

**Disclaimer: They still don't belong to me...**

Chapter 7:

She ended up spending the night, without any excuses this time and so he couldn't help but feel hopeful. She had simply fallen asleep in his arms after they had slept together, clearly exhausted from the day or maybe because of something else too, he couldn't say for certain. Whatever the reason, he enjoyed the blonde's momentary lapse of power and strength, knowing only too well that it wouldn't last. Carefully he turned around to lie on his side and propped himself up on one elbow to study her. He was glad to find that she looked peaceful and content, showing no signs of the fear he had seen in her eyes just a few hours ago. He placed a soft kiss on her bare shoulder and then reached out to remove a stray hair from her face. Her lips curved upwards a little and he found himself mirroring her smile. She was simply beautiful… Suddenly overcome by a powerful protectiveness for the surprisingly fragile creature by his side, he snaked an arm around her waist and pulled her against his chest. There he held her, his hand sprawled in a star-burst pattern across her stomach, until the feeling ebbed away and he was surrounded by blissful serenity again. For the time being she was his…

* * *

><p>When C.C. awoke again it was still dark outside and it took a while for her tired eyes to adjust to it. She knew she wasn't alone, could feel someone's skin against hers, someone's breath tickling her. She stretched a little, curling her toes and then rolled on her side to face the man next to her. And when her eyes fell on him, she smiled. His features were relaxed and he seemed to radiate a deep calm. She smiled again and carefully inched closer into his arms which instinctively wrapped tighter around her. She looked at him for another moment and then almost timidly captured his lips in a tender kiss. He made a soft noise of comfort and enjoyment, but didn't open his eyes. Emboldened by this she captured his bottom lip between her lips once more and gently suckled on it, burning the sensation, as well as his reaction to it, into her memory. Then, when she was content with it all, she rested her head against his chest, tucked safely underneath his chin, and intertwined their legs. Her feelings for him had never been clearer than they were right then, in the middle of the night. She needed him, craved him, as if it was an impossibility to draw but a single breath without him. She knew that she'd curse herself and her weakness in the morning, deny that it had happened at all. But for now she wasn't afraid; for now he was hers.<p>

The softness of the night had indeed passed, when C.C. awoke to the harsh daylight the next morning and found herself alone in the large bed. She blinked rapidly and tried to realize her surroundings again. The sheets of the bed were messed up and the pillow bore the mingled traces of his cologne and her perfume, but Niles was nowhere in sight. She sighed and swallowed down her disappointment and scrambled out of bed to change, before he could return and make her humiliation even worse by asking her to leave.

"Shit," she cursed when in the process of rapidly putting on clothes, she dropped one of her pearl earrings and sent it flying under the bed.

Contemplating to just leave it there and make it out intact, she then decided to search for it, as it was, after all, her grandmother's. Getting down on all fours, she reached under the bed and tried to locate the item in question. Growing impatient she sighed and checked again just how far under the bed it had rolled, and then picked up a magazine and used it as an extension to reach for the earring. She allowed herself a brief moment to catch her breath and to enjoy her victory, but then reminded herself that it was time to leave. She was just about to fling the magazine back underneath the bed, when the title caught her attention. "S and M" She swallowed. This couldn't be true…maybe it had simply gotten there by accident. But as she leafed through the magazine she found that several pages were dog-eared and marked. With growing interest she scanned each and every one of them, with every turn of the page discovering more things that the stuffy butler seemed to enjoy. Granted, they were all rather tame compared to other things shown in the catalogue, but still. Unearthing that Niles enjoyed some of the same things she did thrilled her and turned her on at the same time. And considering he had simply snuck out of bed, leaving her to wake up on her own, he most certainly deserved some punishment. Cursing herself for not having something from her own collection at hand, she desperately searched under the bed for more items. He had to own something too. And she was, indeed, in luck. Gathering all the items she wanted in her arms, she retreated to his closet and waited for his return.

The room was oddly quiet when he returned, much too quiet for his liking. And he sensed, rather than knew, that C.C. had gone. With growing disappointment he set the breakfast tray he had prepared down and then moved to sit on the edge of his bed. The light creak of the door didn't reach his ears the first time, too sad was he at the loss of the blonde's company.

"You shouldn't have left, Niles." A deep voice then suddenly purred and he looked up to find her standing in front of him, wearing nothing but black, lacy panties.

He swallowed and raised a questioning eyebrow.

"It gave me time to get acquainted with some of your…toys…" she continued as his gaze stopped by her waist.

"C.C., you don't know what you're doing, just put them away…" he was blushing now, clearly embarrassed that she had found out.

"Unfortunately for you, Butler Boy, I know what I'm doing. Now get on that bed!"

"C.C., I…" he stammered pathetically.

"It's Miss Babcock, servant, and now do as you're told!" she growled and got great satisfaction at seeing him twitch.

Slowly he crawled onto the bed, never taking his eyes off her. She followed him, sat between his legs so that her knee was pressing against his member as she leaned forward to pin his arms up behind his head.

"You'll follow my rules like a good servant," she whispered and bit his earlobe "and you won't do anything unless I tell you to. Understood?"

He nodded quietly, his eyes already darkening with desire.

"Good," she bit his earlobe again and the click of the handcuffs finalized her decision. "I'm going to leave the door unlocked, so we could get caught any minute. You like that, don't you?"

"Yes," he croaked hoarsely.

"Now…where do I start?" she asked, extracting the second item, a small whip, from her panties.

She slowly trailed it down her body, circling her nipples with it until they stood stiff and erect. Lower and lower she went, spreading her legs so he could see how wet she was, when she moved the stick end up and down her lips. He started pushing against the handcuffs then, desperately trying to reach her, but the bonds were firm and cut into his wrists.

"Now Niles, if you can't behave I'm going to have to punish you. I'm going to leave you here and move over to that corner to pleasure myself so you can watch, but you cannot reach me if you tried."

"No…" he moaned, shaking his head.

"Then hold still or you will be punished!"

She leaned forward again, kneading his member with her knee and allowing her nipples to touch his skin while she moved the whip over his chest.

"Now what would you like…" she pretended to think, but almost instantly lowered her mouth to him and bit his nipples roughly.

He groaned in response, a dark and deep sound that resonated through his body and turned her on even more. She continued teasing him like this a little while longer and then moved up to bite his neck and earlobe. She was interrupted, however, when she felt Niles' warm mouth encircling one of her nipples and sucking on it softly, she hadn't even noticed before that he had leant in. For a moment she sighed deeply, craving more of him, but then she reminded herself of the game they were playing and sharply pulled away.

"No!" she said and let the whip snap down on his bare thigh.

He hissed and then moaned and closed his eyes.

"You don't play by the rules, you get punished." she said and hurriedly pulled down his boxers.

Slowly and teasingly she drew small circles around the tip of his penis with her tongue and then suckled softly on him.

"As punishment, you are not allowed to cum until I say so. Understood?" she then asked, holding his dick in a firm grasp while staring him down.

"Y-yes," he whimpered.

C.C. nodded and then slowly slid him into her mouth and out again. His moans grew deeper and more animalistic the deeper she went. She sucked gradually harder and massaged his balls softly with her left hand.

"Miss Babcock…more…" he groaned.

"Silence," she snapped and let the whip rush down on his thigh again.

He groaned loudly and began panting. Determined to show him who was in charge, she sucked harder again, letting her teeth graze his shaft, while massaging his balls and whipping him simultaneously. After a short while of this Niles was moaning so deeply and bucking his hips so fiercely, that she knew he was ready to explode.

"You're not allowed," she said cruelly and he whimpered in return.

Harder and harder she sucked, continuing the delicious assault until she knew he must be delirious with pleasure. And so she opened her eyes to look at him, to see for herself what she was doing to him and she was so satisfied with the image that she nearly felt intoxicated by the power over him.

"You may cum," she softly said and continued pleasuring him through his climax while he filled her, bucking his hips over and over again.

When he finally calmed down a little, she released him and gently kissed her way up his chest, abandoning their role-play. He looked spent and satiated and she smiled happily and released his hands from the cuffs. She barely had a few seconds to examine the red marks, before he had flipped her over, ripped off her panties and crushed his mouth against hers, inserting himself instantly. She groaned and cried out in surprise and pleasure and kissed him hungrily, moving along with his thrusts. He didn't say a single word but his eyes told her of his great need. She was breathless in no time and close to the edge and a few strokes later she came, moaning his name, while he softly nipped on her neck.

She stayed by his side even after they were done, knowing that she had to leave and yet unable to tear herself away. Niles had the good sense not to speak and merely wrapped his arm around her shoulder to bring her closer. Eventually she relaxed and dozed off, her head lolling to one side and against his chest. They probably would've stayed like this for quite some time, had C.C.'s cell phone not suddenly gone off. Startled she jumped out of his arms and went to answer it.

"C.C. Babcock?"

At first she didn't really pay attention to the voice at the other end of the line, much too annoyed still at herself for succumbing to Niles' nearness again, but then she realized who it was and that this was her opportunity to flee.

"Gary, dear, how lovely to hear from you." she smiled, unable to see how Niles' gaze hardened and his posture tensed. "Yes, I suppose I'm free tonight. Yes…yes…that sounds marvelous! I'll see you there at 8? Wonderful! Bye!"

When she turned around Niles had climbed out of bed and was putting on his robe. There it was again, her invitation to leave. She got out of bed as well, mumbling some word or other about Gary and then left, only noticing on her way out the breakfast tray with the single red rose.


	9. Chapter 9

**Hello, Hello!:) Well, dear readers, I am proud to say that I wrote this chapter in one day and am very pleased with it. I think I did it justice in anyway :) now I need some feedback from you. ;) This has 11 chapters so we're almost done and don't worry, there'll be a happy ending. ;) Next update hopefully by Friday!:) Leave me some reviews, please!:)**

**Disclaimer: They don't belong to me, but I love them more than is healthy!:p**

Chapter 8:

When C.C. had left the house Niles had instantly crawled back into bed. He felt too shaken to stand upright, had originally only left the bed, because he had felt physically sickened by the nearness to her while she arranged a date with another man. Now, however, he felt too weak to even function. He felt betrayed… no, betrayed wasn't even the word. C.C. had done nothing but honour their arrangement, sex and no attachment. But still…her behavior before…her vulnerability, the fact that she had spent the night, alone…it didn't add up. Unless she was toying with him, knew of his feelings and was enjoying it to make a fool out of him. But even in his hurt state Niles couldn't make himself believe that. The sensation of loss was too powerful and overwhelming and was occupying him completely, so much so that it took a knock of his employer on the door to remind him that he had duties to fulfill.

Come lunch break he found himself in the kitchen, hunched over a jar of chocolate sauce, half-heartedly dunking a banana into it, without really knowing how he'd got there. Stuffing the remnants of the chocolate covered fruit into his mouth, he trudged back to the fridge to retrieve that last slice of cheesecake he had hidden behind the milk carton. He searched and searched frantically, calling his best friend's name softly, but as his search yielded no results, her erupted into a full blown: "Miss Fine!"

The brunette who had been sitting with her friend Lily on the sofa, merely gave a resigned "Oy" and tracked into the kitchen to discover what had caused the butler's latest mood swing.

"Where's that emergency cheese cake slice?" he demanded to know.

"You remember last Saturday when Mr. Sheffield asked me for my plans only to use me as a babysitter so he could go out? That's where the slice is."

"You know, you're not the only one in this house with problems." Niles snapped, still disgruntled.

"Well, I can see that," Fran replied, unfazed and wiped a bit of lingering chocolate sauce from the corner of his mouth "what's going on?"

"Nothing," he grumbled and took a seat at the table.

"I know it's about the affair you've been having. We always moan about our love life together, but ever since I told ya that I think it's not a good idea, you've been avoiding me, now dish, Mister!"

He sighed and his shoulders slumped miserably. "We slept together and she made a date with another man straight after, while she was lying next to me."

"Oh Niles," Fran sighed and immediately wrapped the defeated butler up in a warm embrace.

"That's despicable," a second voice said and Niles turned his head slightly to find Lily standing by the kitchen door.

He raised a questioning eyebrow and silently hoped that she hadn't heard the whole conversation.

"That a woman would treat you like this," Lily explained further "I know I may be overstepping a line here, but the woman is clearly not worth your time then. "

Fran released him, a sudden smile on her face and excused herself with the comment that she'd forgotten something important in her room that she had wanted to show Lily. Niles frowned at her hasty exit but returned his attention to her friend, when he felt a soft hand on his own.

"Seriously, Niles, you shouldn't settle for a woman who clearly has no respect for you, who thinks you're exchangeable."

"Am I not? I mean, I'm only a butler, I'm middle aged, certainly not half as well built as the rest of the male population out there." he argued.

"Hey," she squeezed his hand gently "self-pity is a turn-off, don't go there."

At this even he in his miserable condition had to chuckle a bit.

"So I'm not exchangeable?" he asked, with a small smile.

"No-one is," Lily replied warmly "well, perhaps that woman."

He frowned but then told himself that there was no need to feel protective over C.C., after all, Lily did not even know her.

"You like her a lot, don't you?" she asked carefully, maybe even a little sadly.

"I do… I did…I'm not sure…" he ran a hand through his hair.

"I have a suggestion," Lily interrupted with a coy smile "how about I take you out to dinner tonight? Just two friends hanging out, forgetting about our worries a little. What do you say?"

"I'm not sure," he pulled a face "I don't know if going out is right. Maybe I should just stay here and-"

"Drown your sorrows in cheesecake? No, come on. Don't give her the satisfaction of having hurt you so easily. Just get out of the house for a bit, if only to distract yourself."

Her words did appeal to him in the end and so he found himself hours later alone in the corner of a quiet jazz bar, sipping on a Whiskey. Lily was nowhere in sight and he was beginning to regret his decision, as it all looked like he'd not only been replaced but also stood up on the same day, and there was only so much humiliation he could take. Slowly he sipped on his drink, felt the satisfying trail the amber liquid burnt down his throat and to his stomach. He had just ordered a second drink, when a soft hand touched his shoulder.

"I'm terribly sorry I'm so late," Lily apologized, as she slid into the seat next to him "my boss didn't let me go until he was absolutely sure that everything was done."

She rolled her eyes and he chuckled.

"I was beginning to think you wouldn't come," he explained with an embarrassed smile.

"I thought so," she nodded and nudged him "that's why I hurried here. Your self-esteem needs no more hits today, I'll make sure of that." And when she winked at him, his heart skipped a beat.

They stayed out much longer than he had anticipated, drank but not enough to be intoxicated and they danced, carefully at first but slowly closer, changing with the softer tunes that the jazz musicians played. And then they shared a cab home, stopped at his place where she walked him to the door.

"Aren't you glad now I had this idea?" she grinned.

He stood with his back against the front door, one hand already on the handle and grinned back.

"Yes, I must confess I had a rather good time."

She chuckled. "Now don't flatter me too much."

"British control, it's difficult to lose that." he explained sheepishly and fidgeted almost nervously.

"And what does one have to do to make a Brit lose control?" Lily asked and carefully inched closer.

"Now that's not easy," he laughed again, realized only too late where they were headed.

"I can be persistent," she smiled and leaned in "if something is worth it."

"I am," he breathed, because by this time she was so close he could smell her perfume.

"I know," she whispered back and softly captured his lips.

It was uncomfortable at first, because it was unfamiliar and not at all like C.C., but he adjusted by banning her from his thoughts.

"Would you maybe be interested in repeating this?" she asked shyly and he chuckled.

"Right now?" and he leaned in again but she cupped his face.

"Tempting, but maybe we should save some for later." she said and merely pecked his lips.

"How about tomorrow?"

"Perfect," she nodded and pulled him closer for another kiss.

The two of them were so wrapped up in their own kind of happiness that they didn't notice that they'd never been alone to begin with, for hiding around the corner of the house was none other than C.C. Babcock, clutching her aching heart. She couldn't quite fathom what made her lean against the cold stone wall, suppressing a hurt she couldn't handle and tears pooling in her eyes, but she knew that it had something to do with the scene she'd just witnessed. She stood perfectly still like this, barely breathing, for quite some time, until she finally came to a decision.

* * *

><p>Niles had already been half-asleep and so it was the second knock on his door that caught his attention. Muttering something and rubbing his eyes, he swung his legs over the side of the bed and trudged to the door. Expecting his employer or the nosy nanny when he opened it, he stood paralyzed for a second when his eyes fell on the blonde.<p>

"What?" he managed, but she merely shook her head in an almost sad way.

He tried to speak again, but this time she put a finger on his lips and took a step forward and into his room. She silently closed the door behind them and he desperately waited for her to speak but she didn't. She simply looked into his eyes for a while and then slowly began to undress before him. Her eyes were slightly red and her lashes wet, proof that she'd been crying, but all questions of what had got into her dissolved into nothingness when he became mesmerized by the movement of her fingers, teasingly undoing one button after another on her blouse. Soon she was done and carelessly let the item fall to the floor where it was joined by her heels and business pants. Only in her underwear in front of him, he had trouble thinking, let alone breathing and was only capable of looking on as she stripped off the final two items too.

"C.C.," he swallowed but she just shook her head again.

He had never seen her more vulnerable, not even the night before. It was as if she had taken down her defenses for him and was showing him her true self. Hesitantly she stepped closer and ran a hand over his bare chest. He smiled and closed his eyes and allowed her to continue at her own pace. She nipped on his neck, carefully then more firmly and with growing confidence, and then moved to his shoulder. He stopped her then and cupped her face, trying to find an explanation in her eyes. But all he could see was deep hurt and something he didn't dare hope for. She seemed to realize the same and stopped his thinking by kissing him tenderly. He returned the kiss in the same fashion and wrapped an arm around her naked frame to pull her closer. She sighed deeply and parted her lips to welcome him. Not wasting any more time he slipped his tongue into her mouth where it teasingly found hers. C.C.'s sighs soon turned into quiet whimpers and so he wrapped his other arm around her too and walked with her back to the bed. He broke their kiss gently and watched her as she lay down on her back, while he slipped out of his pajama bottoms and boxers. Their love-making was slow and tender, their bodies so close that they were touching almost everywhere and the air was filled with their quiet sighs and whispers. She breathed his name when she came and pressed her face against his shoulder, where his sweat mingled with her tears. Afterwards he pulled her tight against him, holding her as close as he possibly could. None of them said a word, but both of them knew.


	10. Chapter 10

**Hello, Hello. So sorry I didn't make the promised update deadline yesterday ;) but I kinda didn't get anything written on Thursday, as we flew back from Sweden to Germany. Now the next update will be for "Fabric" again, hopefully on Tuesday...however, I am flying to Italy on Monday, so I'll see how much I'll get done while on vacation. ;) R&R please!:)**

**Disclaimer:They aren't mine and if I messed it up I'm gonna blame it on watching Lauren Lane in Positive I.D., still haven't recovered!lol **

Chapter 9:

When he woke up in the night she was still by his side. He inhaled deeply, burying his face against her neck and pulled her closer against his body. She was soft to his touch wherever he grazed her skin... His lips pressed against her neck, tasted her, his forehead got tickled by her hair. It was an intimate gesture and he certainly felt closer to C.C. than he ever had before. He stayed like this for a while until he was fairly certain that she wouldn't just disappear and slip through his fingers. Then he noticed that holding her like this was pleasing but not enough. And so he placed another kiss against her neck and then gently ran the fingertips of his hand along her side. She stirred a little but remained asleep. Niles smiled against her skin and began tracing patterns across her stomach. Her skin felt almost silky there and so he let his fingers venture further, across her waistline and to the border of her soft curls. Her lips curved upwards but her eyes remained closed. His lips now followed the path his fingers had drawn before, kissing down her side and only halting at the perfect mound that was her bottom. There fingers replaced lips again and he explored her right down to her smooth thighs. An inaudible gasp escaped him when she rolled on her back and willingly spread her legs for him. He sat down on his knees and observed for any signs that might indicate she was awake, but her eyes were still closed and her breathing regular. He moved with a cat-like grace to sit between her parted legs and just stared at her. She was so beautiful that his heart swelled with warmth and silent pride, feelings so strong that those of the prince who had found Sleeping Beauty paled in comparison. He trailed his index finger down the valley between her breasts, then followed their contours. He had made so many cruel jokes about her looks and weight, but her curves were perfect in every sense of the word. He kissed her stomach gently and then buried his face between her legs, keeping a firm hold on her hips. First he teasingly ran his tongue down her slit, tasting her growing excitement. Almost nervously he then directed a quiet glance to her face to see if she objected. Finding nothing but pure content he continued and lightly spread her open further with one of his hands to lap at her again. This time she elicited a sleepy purr that brought a smile to his face. Moistening the tip of his index finger with his tongue he gently touched her clit. Emboldened by the continuous stream of whimpers that came from her throat, he moistened his thumb also and drew small but firm and deliciously excruciating circles around it. She was growing wet by now and he couldn't resist the urge to taste her again. A throaty moan escaped her and she bucked her hips but he stopped her from moving more. Instead he parted his lips and took her throbbing nub between them and lightly sucked. C.C. dug her nails into the sheets and bucked her hips upwards again, clearly needing him to do more. He sucked softly at first, then used his teeth to tease her more roughly. She started writhing on the bed, throwing her head back and he could feel the tension of her body increase. So soothingly he ran his tongue over her reddened clit to calm her down. She relaxed fractionally and he noticed it with a satisfied grin, licking his lips. There was still no sign that she was awake, but he doubted that she couldn't be, based on her reaction. But everything felt so unreal to him too that he decided to leave her in her dreamy haze if she wanted. After giving her a moment to breathe, he spread her wide open again and slowly slid his tongue into her. She moaned loudly and encouraged him to continue. He alternated between soft and gentle strokes and rough teasing and finally brought her over the edge by rubbing her clit in rhythm with his tongue strokes. He felt her orgasm, pressed his whole face so strongly against her core, that he didn't miss a single trembling until her climax had subsided. Then he tenderly kissed his way up her stomach, to her breasts and then finally her neck. He hovered above her, their chests lightly touching until her breathing had grown less frantic. Then he rolled off her to lie by her side again, one arm wrapped around her waist, the other around her shoulders, displaying the strong protectiveness over her he felt. His member was throbbing with the pressure to be released but he didn't dare do anything more in fear of ruining the beautiful moment. So instead he remained by her side until his desire disappeared and he drifted off to sleep.

* * *

><p>It was beginning to get light outside, the rising sun brightening the room but not enough to erase all the shadows. C.C. sat, her back leaning against the headboard, her legs drawn to her chest, by Niles' side and observed his sleeping form. She was dressed again but her feet were bare and in close proximity of his skin, so that she could still feel its warmth. She would leave him, of that she was certain, she just had to find the energy to do so. But he looked so peaceful, so calm and dare she think it? Happy. It would almost be cruel to leave him now…and yet. He had found his woman and it wasn't her and she certainly wouldn't take the risk of staying too long and being replaced by some young floozy. She'd leave now, with her head held high and her dignity intact. But despite her best efforts she couldn't ban the images altogether. He had understood her without words, had silently agreed to meet her needs and had almost loved her with his body. Almost… she didn't dare hope. But it had been different, they had been different. And then whatever it was that had transpired a couple of hours later… she still wasn't quite sure if it had been a dream or not. But he'd been so gentle and loving, pleasing her without making a sound and without any care for his own needs. She sighed sadly and shook her head, it was no use thinking about this now, not if it only served to weaken her resolve. Carefully she shifted on the bed and sat down on her knees, Niles didn't move. She sighed deeply and gently ran a hand through his hair and then placed a kiss on his forehead. Then she moved out of the bed, picked up her purse and shoes and silently tiptoed out of the room.<p>

* * *

><p>His sadness when waking up without her by his side was akin to panic. He buried his face against his pillow, assuring by scent that she had indeed been with him. But the warmth he felt at the memory was fleeting and soon turned into nausea. She had left him again…but why? Had he misinterpreted her motives? Had she merely come for sex again? Maybe his other actions had been inappropriate, uncalled for. He sighed and rubbed his tired eyes and swallowed to remove the lump in his throat. He should've known better…known that one couldn't simply be with C.C. Babcock and go back to normal afterwards. His need for her was all consuming and impossible to maintain. He didn't want her with other people, didn't want them to do to her what he had long since made his own task. She was his, he had made her his, had loved her with everything he had and yet he failed to bind her to him. He would never have her completely… Climbing out of bed he grabbed hold of a robe and put it on, before walking down to the kitchen. He had just started to prepare breakfast when the quiet swing of the kitchen door indicated someone's arrival. Thinking it was only a member of the family, he didn't even lift his head but continued working.<p>

"Good morning," her voice startled him and the knife in his hand shook so hard that he almost dropped it.

"Good morning," he paused and met her eyes "Miss Babcock."

She wordlessly remained in her corner of the room and fidgeted nervously.

"I was wondering, Niles, if I might have a word."

He was simultaneously annoyed and intrigued by her formal tone. He carefully placed the knife down and took a step towards her. "C.C., I…I have some questions too…"

She nodded and gave him a little smile. But then the backdoor burst open and Fran and Lily entered the scene.

"Look at you, Mister!" Fran exclaimed and let our her honking laugh "I heard that your first date was a full success, but you didn't tell me it went this well!"

He kept his eyes glued to C.C. and ran a hand through his sleep disheveled hair to smooth it out.

"Stop Fran, you're embarrassing him." Lily argued and nudged her ribs.

"Niles, I wanted to have a word." C.C. reminded him sternly.

"Yes, Miss Babcock." he nodded "should we-"

"I just wanted you to tell Maxwell that I'm taking the next two weeks off. Gary is whisking me away for a marvelous cruise!"

Her jaw felt like it was aching from the effort to smile.

"Of course," he agreed quietly, with a visible slump of his shoulders.

"Goodbye…" and seen by only Fran she squeezed his hand and slipped away, before her tears could get the better of her.


	11. Chapter 11

**Hello, Hello!:) So, I managed another update, though I have to confess that this is more of a filling chapter, so that's why it's shorter too. The final chapter for this story will be out on Thursday!;) I hope you'll like the conclusion to this!;) Please read and review!:)**

**Disclaimer: Niles and C.C. aren't mine...but I still use em...**

Chapter 10:

She left the house in a daze, in a condition that made her feel as if she was surrounded by fog. Nothing was properly reaching her anymore, she wasn't even aware anymore that she passed the three very confused kids who had never seen her look this sick. The only thing she was capable of seeing was that image of Lily and Niles. His shy smile, her courageous manner, their kiss. It all seemed to perfect, as if it was out of a sappy romance novel and she almost would've destroyed it. She let herself believe for a moment that this was why she was feeling so nauseous. That it was simply because she had almost destroyed Niles' happiness. But deep down inside she knew that it wasn't all that selfless. She felt sick because at the end of the day it wouldn't be her whom he'd be happy with. It would be Lily, making him smile when no-one else could, massaging him to ease the pain from his shoulders. It would be them who would meet at secret locations, share intimate gestures and soft words. She could see it now: Lily's lips pressed against his, her fingertips exploring his chest, finding the secret spots that turned him on. The two of them making love, until Niles arched his back in ecstasy and let out a deep moan that would erase any evidence that he had ever been with her. She swallowed, vowed to herself not to break down until she had made it to the safety of her penthouse, but found that it was already too late; there were droplets on her silky blouse and a fresh trail of tears on her cheek. It was too late…and silently she wondered how it could hurt so badly to lose something that had never been hers to begin with.

Her apartment was empty and silent, apart from the annoying yaps the little Pomeranian gave, when his owner walked into the room. She shut him off quickly and out of habit pressed the answering machine button. Several voices droned on for minutes, there was her mother who had made another beauty appointment for the two of them, her sister, who'd had another spat with her husband, and then Gary, wondering why she'd never turned up. She didn't fully listen to any of them, but went straight to the kitchen to pour herself a glass of whiskey, with which in hand she slowly sank down on the couch. Not even the amber liquid seemed particularly inviting but she still swallowed it in one big gulp. She had two weeks to pull herself together, two weeks to get whatever feelings she was having out of her system. Two weeks…that seemed plenty and yet at the same time not enough. But she had no choice. There was no way she was going to let Niles see how he was affecting her and there was certainly no way either that she'd quit her job over this. No, these were just some silly feelings, they could be suppressed at whatever cost…as long as she'd still have her dignity and her career. She could make the people around her believe a lot of things, that she was happy when she was not, that she was confident, or that her affair with the butler had been meaningless. But it was impossible to deny to herself any longer the fact that she had fallen for him. Somewhere between their battle for dominance, their soft caresses and teasing words, she had given her heart to him.

* * *

><p>Fran Fine had witnessed quite a number of life-altering moments so far. There was that day when Danny Imperiali had broken up with her and fired her, the day when she had first laid eyes on Mr. Sheffield and known they were meant to be together, or the first time she had caught her mother eating pork in the back row of the temple. All these moments had come with a certain realization, but never before had one been as strong as when she had caught C.C. Babcock squeezing Niles' hand before hurrying out the room. Something had been going on between the two of them, something she hadn't noticed before because she'd been too busy mourning over Maxwell. But if there was something she could detect then it was hidden feelings and five minutes ago the room had been abuzz with them. Fran frowned and watched her best friend as he made polite chitchat with the woman he'd just been out on a date with the previous night. He stood rigid, too rigid and his smile was too forced… She trusted Lily's judgment fully, as she wasn't one to exaggerate events or value her effects on a man too highly, that was why it astounded her so to see Niles less than eager, almost reserved. And what was the deal with Miss Babcock? Fran almost gasped when suddenly everything fell into place. Niles' affair with that mystery woman, a woman who only used him for sex, a woman unable to make a commitment…a woman who had broken his heart.<p>

"Miss Babcock," she whispered and almost instantly felt Niles' eyes on her.

For a few moments all Fran could think about was coming up with many painful ways of killing the blonde Ice Queen, but then, once she'd calmed down a little, she remembered something else. Miss Babcock had squeezed his hand… she had shown compassion, she hadn't mocked him. And while everything had seemed to fit a moment ago, it seemed less than complete now. She was still missing something…

"So I think we should go out to Alberto's today," she heard Lily conclude and thus tried to focused on the present again.

"Yes, that sounds lovely." Niles agreed, but his eyes weren't sparkling like they usually were, when he was truly excited about something.

"Well, if you're going to Alberto's I have just the thing… Niles, come with me and I'll tell you a secret."

Both Niles and Lily looked completely surprised, but Fran just plastered on the most convincing smile she could manage and dragged the butler up the stairs.

"Aren't you supposed to dress the woman rather than the man?" Niles asked, trying to keep up with her.

"Yes, but this time I have something to give to the man too."

"Which would be?" he questioned, after the door to Fran's room had closed behind them.

"A piece of my mind!" the brunette replied, her hands on her hips "Why are you going out with one woman when you're in love with another?"

"I'm sure I don't know what you're talking about." Niles said quietly, but his cheeks had already reddened considerably.

"You were never a good liar," Fran hissed, drawing closer "but now you're just trying to make a fool out of me. I have eyes! So what was that thing in the kitchen about between you and Miss Babcock?"

"You were there yourself," he shot back and almost scoffed "she told me to tell Mr. Sheffield that she was taking some time off to go on a cruise."

He almost sounded bitter.

"Niles," Fran sighed "why don't you just tell her how you feel?"

"What are you talking about?" he sounded affronted, but most of all scared.

"Give me some credit, I know what I saw. And I'm no idiot; I know that the woman who made that proposition was Miss Babcock."

"Why? Because it fits her icy character? Because she has no human emotions?" he was yelling, without even noticing it "Give the woman a break, Fran!"

"No," the brunette replied quietly "because you love her…and that's the only reason why you'd agree on such a deal. Because you had hopes that maybe she'd discover her feelings for you… But what went wrong, Niles?"

"Well, what do you think?" he shot back moodily.

"She doesn't return your feelings?" Frank asked and comradely patted his shoulder.

"Yes…no…I don't know," he sighed, sinking down on the bed "I'm just confused."

"Tell me what happened."

And with the comforting Fran to his side, he started to tell everything. How this deal had come to be, how he hadn't realized at the beginning that he was falling for her, how he had got jealous when she was around other men, how she continued to go on dates with other men and finally, how she'd suddenly shown up at his door in the middle of the night and they'd made love, how he'd known that something had changed.

"And now she's going away on that cruise with that Gary fellow…" he concluded with another deep sigh.

"But Niles, you can't just let her get away! Go to her and tell her how you feel!"

"What am I? Suicidal?" he laughed bitterly.

"No, you're courageous." Fran said softly and gave his thigh a squeeze. "Didn't you see how sad Miss Babcock looked in the kitchen? How she practically fled the room. Now I can't say that I know for certain but maybe she has feelings for ya too but feels like there's no way, because of you and Lily and all that."

"But Lily is…" he started, gesturing around feebly.

"I know," Fran nodded and gave him a little smile.

There was a brief moment of silence and then Niles rose to his feet.

"Thank you, Miss Fine, I know what I have to do now."


	12. Chapter 12

**Hello, Hello. Incredibly so we're at the end of another one of my stories!lol For this I have to thank Steffi who gave me the idea for it, so without her this story wouldn't even exist. ;) I hope you enjoyed it and I didn't disappoint you. Now I shall focus on "Fabric" for a while, however...I have decided to write a sequel to "Again and Again", hopefully this is good news. lol And I've already written the Prologue for it but will take a few more weeks to develop the storyline in my head etc. before I'll post anything!;) Anyway, read and review, please!:)**

**Disclaimer: We all know that they aren't mine but that that doesn't stop me from using em :p**

Chapter 11:

Despite the firm strides she was taking, C.C. Babcock was more than nervous when she approached the Sheffield residence two weeks later. In her mind and in theory she was prepared for seeing the butler again, had envisioned all kinds of scenarios concerning him and his girlfriend, just to be ready for whatever situation would be thrown at her. She hesitated for a brief moment, a few inches away from the front door, and took the time to smooth out her skirt and put on a smile. Her jaw was hurting from the effort, as if she was engaging in a highly strenuous exercise. Then, she rang the doorbell. One moment after the next dragged by as she stood and fought the urge to run away from the man who'd be opening the door in a few seconds. But when that finally did happen, it wasn't Niles who was greeting her.

"Oh," Fran said upon laying eyes on her and then proceeded to loudly exclaim "Miss Babcock is here!"

C.C. gave the brunette a deep frown for behaving even more peculiar than she usually did and then greeted her with a curt: "Nanny Fine."

As she hung up her coat, she became suddenly aware that Fran continued to watch her closely.

"What?" she finally snapped, her temper already hanging by a tiny thread.

"Aren't we in a bad mood," the nanny grinned "and I was just thinking that you look kinda pale for someone who was just on a two week cruise in the Caribbean."

A comment that she should've been prepared for suddenly sent her reeling and she was filed with the sickening feeling of not being able to come up with a comeback.

"Well, I uh…my classic Swedish features of course prohibit a tan."

To her surprise Fran's smile grew bigger and she merely said "Uhu" and then left her to her own devices. C.C. stood perfectly still for a moment and wondered what had just happened, but then reminded herself that the longer she'd remain in the den, the higher the possibility would be of running into Niles and as desperate as she was to see him, she wished to postpone that moment too. Squaring her shoulders again she forced herself to move and crossed the den and headed towards the office. She entered without knocking and swept into the room, scanning it immediately for any signs of the butler.

"Ah C.C., nice vacation?" Maxwell asked, there was a forced smile on his face and he sounded less than happy.

"Yes, thank you for asking. Gary and I had a marvelous time!"

She silently wondered if he'd been able to hear the crunch of her jaw as she had made herself smile again.

"Well, that's just wonderful, C.C." Max continued, in the same faux-sweet tone "But I have a teeny tiny question for you."

C.C. sighed, knew what was going to happen next.

"Yes?" she turned around to face him with a smile.

"Have you lost your bloody mind? We're at the beginning of the next season, our new show will premiere in three weeks' time and you just decide to go on holiday?"

She was tired of this, tired of him screaming at her when he was known to take afternoons and days off when the brunette Nanny wiggled her butt in his face. Nonetheless, this was her first day back and she was determined not to cause any scene, lest it give the nosy butler an excuse to enter the picture as well.

"Oh Maxwell," she replied "you know very well that the play is fine and the actors are great. Besides, three weeks are plenty of time!"

"Oh yes? Well, I have news for you. There were several little disasters while you were off sunbathing and I had no-one to oversee rehearsals at the theatre. Now, thanks to that, I'll be forced to spend another evening there and away from my family, while you will stay here and work through these changes in the contracts, the scripts and any other notifications that have been piling up."

She risked a glance at the pile of papers next to him and almost gulped. She'd be here half the night! An argument was forming on her lips, but she was too proud to let him intimidate her and so she simply nodded.

"Of course, Maxwell. They'll be done before you know it!"

He stared at her, his mouth slightly ajar, having lost all momentum because she hadn't responded the way he had thought she would.

"Great, uh…I'll be at the uh…theatre then." he stammered and reached for his briefcase "Niles will make you something to eat if you're hungry."

C.C. mumbled something under her breath and made herself as comfortable as she possibly could, trying to persuade herself that if she worked swiftly and without breaks she'd be able to go home that night.

* * *

><p>"She's here now," Fran exclaimed excitedly, when she marched into the kitchen.<p>

Niles was polishing the silver and showing absolutely no sign that a mere minute ago he'd been pressing his ear against the kitchen door, trying to catch bits of conversation.

"Well, so I gathered. Your voice does have the tendency to travel." he remarked dryly.

"Now, come on! I know you're not as cool as you appear to be. I saw how you nearly dropped that plate when she rang the doorbell."

If looks could kill, the nanny would have already been six feet under, with another foot extra for her hair.

"Why don't you just talk to her?"

"Oh really? And what would I say? "Hello, Miss Babcock, guess what, I just broke up with the woman I went on one date with and was wondering if you'd like to hook up again. Oh and by the way, how was that vacation with Gary?"?"

"First of all," Fran said, holding up a hand "nobody says "hook up" anymore. Secondly, I have news concerning the vacation."

"Mmh?" he asked, raising a curious eyebrow.

"I'm 99% sure she lied. I mean, I was 95% sure, judging by the way she fled the kitchen when we last saw her but…listen to this: she has no tan!"

Niles, who had expected some more firm evidence, deflated immediately, causing another frown to appear on the brunette's face.

"The woman is as pale as a ghost, of course she doesn't have a tan. Besides, the clothes might hide sunburns…or other marks…" he added grimly.

Fran sighed deeply and muttered an "oy" under her breath.

"Now this attitude isn't gonna do you much good, Mister. Instead of making things up in your head, why don't you just go and confront the woman? See for yaself and for god's sake, don't forget to throw in "I love you!"."

But despite the nanny's firm advice, Niles managed to make up excuses that explained why he couldn't go anywhere near the office. This carried on until the evening when finally he was forced to serve some dinner for everyone in the house, including Miss Babcock. He had made her favourite dish and dessert, thinking that it wouldn't do any harm if he handed her a peace offering right at the beginning. With the plates, bowls and glasses securely positioned on a tray, he then headed for the office. Following her terse "Come in!" ,he slowly entered the room.

"I have some dinner for you, Miss Babcock." he said but she only hummed and nodded.

He placed the tray carefully on the desk and poured her a glass of wine. He found it curious that she hadn't spoken to him, not even to gloat about her cruise and that she funnily also seemed to avoid his eyes.

"That seems like a lot of work," he tried again, shuffling his feet nervously.

"Oh it is," she gave him a small smile and pushed her reading glasses up to the crown of her head, rubbing her tired eyes "but you know what Maxwell's like. I'm not allowed to go home until this is done, so I'll probably be here all night."

"Well, you did just leave." Niles hesitantly pointed out.

"Yes," her voice was heavy with sadness "I had no choice…" I

mmediately her eyes were on her paperwork once more and Niles knew that he had been dismissed.

* * *

><p>"And so you just left?" Fran asked exasperated.<p>

"Well yes, she asked me to…" he shifted from one foot to the other nervously.

"And since when are you listening to what she says she wants? What happened to the man who put dishwater in her coffee or changed her lip balm for glue stick? You're getting soft, Mister!" and to emphasise her point she stabbed his chest repeatedly with her finger.

"But this is different," he stated evasively "this is…"

"Real," Fran nodded "I know and you're scared of losing her, I understand that. But Niles, take a chance rather than wondering what might have been, tell her how you feel!"

"But Fran…just look at me…I'm so…" he sighed and spread his hands "It probably didn't even occur to her…she probably never considered…"

"Well, she musta considered something seeing as she slept with you more than once!"

It was her final argument, the one that always convinced him.

"Speak to her tonight, she said she'd be here a long time…just go to her when nobody else is around anymore and just tell her."

* * *

><p>And so it came that he found himself out of the office door for the second time that day. It was rather late and everyone else had retired to their rooms and Niles secretly hoped that C.C. might have gone home already. Nonetheless, after knocking and getting no reply, he stepped into the room to make sure she wasn't there. C.C., however, had fallen asleep on the green loveseat, her feet curled up under her butt, her head on the armrest and her glasses precariously dangling off her nose. He smiled softly at the image in front of him and carefully removed her glasses and set them aside. Then, ensuring she was still asleep, he gently lifted her up in his arms and started walking to a guest room he had prepared earlier on. Her head lolled to the side and against his chest and upon perceiving the familiar scent her lips curved into a smile. Then suddenly her eyes flew open and focused on his deep blue ones.<p>

"What are you doing?" she asked, her voice still hoarse from sleep.

"Taking you to bed," he quietly returned with a careful smile.

"Are you mocking me?" she asked, growing tense in his arms.

He sighed but carried her until they had reached the room and only when the door was closed behind them, did he let her go.

"No, I'm not mocking you, C.C. I just thought a bed would be more comfortable."

"You carried me!" she spat, narrowing her eyes at him suspiciously.

"I didn't want to wake you, you were sleeping so peacefully." he admitted and gently tugged a stray hair behind her ear.

Her eyes grew wide at the intimate gesture and almost instinctively she wrapped her arms around herself.

"What are you doing?" he noticed with some satisfaction that her voice had been trembling lightly.

"Touching you," his tone was like a caress in itself.

Her eyes softened for a miniscule second as if she'd been yearning for this all along, but then her body went rigid once more.

"Well, don't!" she snapped.

"C.C.," he said pleadingly and gently ran his thumb over her cheek.

"Our deal is off! I have Gary and you have…have…that…girl!"

He felt instant pain at the name of C.C.'s alleged lover, but forced himself to concentrate on her jealous tone instead.

"I broke up with Lily…"

"You expect me to believe that? I saw you two making out in front of the house!" she was yelling by now.

"It was one date," he explained.

"Don't lie! She was there the next morning in the kitchen!"

"She is Fran's friend, that's the only reason she was there. But what did you want to talk to me about that day?"

"I told you….to tell Maxwell that Gary and I were going on a two week cruise."

"I don't believe that," he said firmly "now tell me the truth, Babcock. What did you want to talk about?"

"Nothing and I'd rather you left now." She sounded angry again.

"No, I won't, not until we've discussed this."

"Fine, then I'll go." And she strode over to the door.

"You're not running away again," Niles barked and grabbed her by the wrist "why did you leave that night, C.C., after I'd made love to you? You saw me and Lily, and yet you turned up at my door that night, you were different and we were different, damnit. Now talk to me!"

"It doesn't matter anymore," she whispered and couldn't bring herself to meet his eyes.

"Of course it does, you stupid woman!" and he pulled her against him and claimed her lips at once.

Her body was tense against his and at first she struggled a little, but then it was as if her lips remembered the touch of his and gently responded to it. He broke the kiss but kept her close so that their foreheads were touching.

"I love you, Babcock," he softly said, a warm glint in his eyes "and I'll be damned if I let you run away from this. I want to make love to you like we did that night and show you how much I care. But if I should be really so mistaken and that you don't want to be with me then I'll let you go."

His heart was pounding frantically against his ribcage. Her eyes were stormy with emotions and finally she just nodded, tears in her eyes, and pressed her lips against his once more. He didn't need her to say it yet, this was enough for now.

"So…am I as good as Gary?" he asked, with a little mischievous grin, after she had pulled away again.

"I wouldn't know," she grinned back.

"I'm glad," he hummed and slowly trailed kisses down her neck.

"Why didn't you start with this?" C.C. sighed, closing her eyes to solely enjoy his touch.

"Because I wanted to show you that I'm not just a wonderful lover," he nipped on her skin a little stronger "but that first and foremost, I love you."

She pondered this silently and then broke into her trademark sultry laugh.

"Wonderful lover, huh? Aren't we confident."

"Looks like somebody needs a reminder," he growled into her ear and smiled when she squealed happily when he lifted her into his arms once more.


End file.
